Common use of Financing Clause in Contracts

Financing. (a) Parent has delivered to the Company a true and complete copy of a fully executed commitment letter (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. (a) Parent has delivered to the Company a true and complete fully executed copy of a fully executed the commitment letter (together with any term sheet relating thereto)letter, dated as of November 23, 2008, between Parent, Credit Suisse Securities (USA) LLC, Credit Suisse, Cayman Islands Branch, Wachovia Capital Markets, LLC and Wachovia Bank, National Association, including all exhibits, schedules and amendments to such letter in effect as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”) (together with a true and complete copy of any “flex” provisions with respect to the financing contemplated by the Debt Commitment Letter), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, thereof each of the parties thereto (other than Parent) has agreed to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”)) for the purpose of funding the transactions contemplated by this Agreement. Parent The Debt Commitment Letter has also delivered not been amended, restated or otherwise modified prior to the Company true date of this Agreement, and complete copies of any fee letter entered into the respective commitments contained in connection with the Debt Commitment Letter (any such fee letterhave not been withdrawn, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified modified or rescinded in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions respect prior to the obligation date of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations Agreement. As of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result ofdate of this Agreement, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter in the form so delivered is in full force and effect and has not been withdrawnconstitutes the legal, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge knowledge of Parent as of and Merger Sub, the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptionsother parties thereto. There are no side letters or conditions precedent (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing, other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are than as expressly contemplated by set forth in the Debt Commitment Letter) relating to any Prohibited Changes with respect . Assuming that the Debt Financing is funded, Parent and Merger Sub shall have sufficient cash available as and when needed, subject to the Debt Financingterms hereof, to pay for the shares tendered pursuant to the Offer and the aggregate Merger Consideration, the aggregate Option Amount, the aggregate Stock Unit/Restricted Stock Amount, the aggregate Company Performance Unit Amount as well as make any and all other payments required in connection with the transactions contemplated by this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, Parent under any term of the Debt Commitment Letter or, the knowledge of Parent or otherwise result in the failure of Merger Sub, any condition other party to the Debt Financing or any portion Commitment Letter and, as of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation date of Parent and Merger Sub to consummate the Merger have been satisfied or waivedthis Agreement, neither Parent nor Merger Sub has any reason to believe that it or any of the conditions to the Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub will not be satisfied or, assuming the Company’s compliance with this Agreement and the satisfaction of the Offer Conditions, that the Debt Financing will not be available to Parent on or prior to such time as Merger Sub is required to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. Parent has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before prior to the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related Agreement pursuant to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. (a) Parent has delivered shall use its reasonable best efforts, taking into account, with respect to the Company a true and complete copy Debt Financing contemplated by the Debt Commitment Letters, the expected timing of a fully executed commitment letter (together the Trigger Date, the Expiration Dates, the Marketing Period and, with any term sheet relating theretorespect of the New NewPage Term Loan Facility, the provisions of Section 5.20(d), dated in respect of each of the facilities contemplated by the Debt Commitment Letters, to take or cause to be taken, all actions to do, or cause to be done, all things necessary or customary to arrange and obtain the Debt Financing, on the terms and conditions (including the flex provisions) described in the Debt Commitment Letters and any Fee Letter, to the extent applicable, including using reasonable best efforts (i) to maintain in effect the Debt Commitment Letters and the Existing Credit Agreement Amendments in accordance with the terms and subject to the conditions thereof until the consummation of the transactions contemplated hereby, (ii) to negotiate and/or enter into the Definitive Debt Financing Documents on or prior to the expiration of the applicable Debt Commitment Letter(s) (each such date, an “Expiration Date”) on the terms specifically set forth in the term sheets and the other exhibits attached to the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters), the proviso in the second to last sentence of Section 15 of the Debt Commitment Letters and any upfront, arrangement or agency fees specifically set forth in the Fee Letters, or with the prior written consent of the Company, which consent may not be unreasonably withheld, on terms that are in the good faith judgment of Parent in the aggregate not materially less favorable to each of Parent and the Company than the terms specifically set forth in the term sheets and other exhibits attached to the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters), the proviso in the second to last sentence of Section 15 of the Debt Commitment Letters and any upfront, arrangement or agency fees specifically set forth in the Fee Letters, (iii) to satisfy (or if deemed reasonably advisable by Parent, obtain the waiver of) on a timely basis all conditions applicable to Parent in the Debt Financing that are within its control (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish the information required under this Section 5.12) as set forth in the Debt Commitment Letters and the Existing Credit Agreement Amendments, and to comply with all of its material obligations pursuant to the Debt Commitment Letters and the Existing Credit Agreement Amendments, (iv) to cause the funding of the Debt Financing required to consummate the transactions contemplated by this Agreement, (v) to exercise any rights Parent may have under the Debt Commitment Letters to extend the Expiration Dates in accordance with the terms of the Debt Commitment Letters and to negotiate and agree with the Lenders to further extend such Expiration Dates beyond the commitment periods provided for therein (to the extent specified in Section 5.20(d)), and (vi) to enforce its rights under the Debt Commitment Letters and/or the Existing Credit Agreement Amendments, including by pursuing litigation against the lenders in good faith; provided, however, solely with respect to this clause (vi), that the Trigger Date shall have occurred and all of the conditions to the Lenders’ obligations under the Debt Commitment Letters to the funding of the New NewPage Term Loan Facility or the New NewPage ABL Facility, as applicable, have been satisfied or waived. (b) Parent shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Debt Commitment Letters, the Fee Letters or the Existing Credit Agreement Amendments without the prior written consent of the Company, which consent may not be unreasonably withheld; provided, however, that notwithstanding anything to the contrary herein, Parent may from time to time without the Company’s consent enter into discussions regarding, and may amend, replace, supplement or otherwise modify, or waive any of its rights under the Existing Credit Agreement Amendments and/or enter into other arrangements, amendments and agreements of the Debt Commitment Letters or the Fee Letters relating to the Debt Financing, so long as such action would not reasonably be expected to delay or prevent the New NewPage Term Loan Facility Closing Date or the Closing, and the terms (with respect to terms that are specifically set forth in the term sheets and other exhibits attached to the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters), the proviso in the second to last sentence of Section 15 of the Debt Commitment Letters and any upfront, arrangement or agency fees specifically set forth in the Fee Letters) are not, in the aggregate, materially less beneficial to Parent or the Company than those set forth in the Debt Commitment Letters, the Fee Letters and Existing Credit Agreement Amendments as in effect on the date of this Agreement or would not reasonably be expected to materially and adversely affect the value, rights and priorities of the Verso First Lien Notes, and would not have the effect of (I) reducing or being reasonably expected to reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing, unless the financing is increased by such amount), or (II) adversely affect the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letters, the Existing Credit Agreement Amendments or any Fee Letter or, if definitive agreements are executed prior to the Closing Date, the ability of the Company or any other borrower under such definitive agreements related to the Debt Commitment Letters to enforce its rights against the other parties to such definitive agreements or Parent’s ability to timely consummate the transactions contemplated by this Agreement. Parent shall provide the Company with reasonable advance notice of any such amendment, replacement, waiver, modification or agreement. The Company shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Definitive Debt Financing Documents without the prior written consent of Parent, which consent may not be unreasonably withheld. The Company shall provide Parent with reasonable advance notice of any such amendment, replacement, waiver, modification or agreement. For purposes of this Agreement, references to “Debt Commitment Letters”, “Fee Letters”, “Existing Credit Agreement Amendments” and the “Definitive Debt Financing Documents” shall include such documents as amended permitted to be amended, modified or replaced by this Section 5.12. None of Parent or any of its Subsidiaries existing as of the date hereof (including Merger Sub or its successor) may guarantee any Debt Commitment Letters, Definitive Debt Financing Documents or alternative financing obtained in substitution therefor, but for purposes of clarity, such prohibition shall not apply to the Company or any of its Subsidiaries existing as of the date hereof. (c) Without limiting the generality of Section 5.12(a) and Section 5.12(b), at any time prior to the Closing Date, Parent shall give the Company prompt notice of, and the opportunity to comment on, (A) its knowledge of any material breach or default or termination by any party to any Existing Credit Agreement Amendment or, in the case of any Debt Commitment Letter or Fee Letter, any breach or default or termination by any party thereto or (B) the receipt of any written notice or other written communication from any Person with respect to any material breach, default, termination or repudiation by any party to any Existing Credit Agreement Amendment or, in the case of any Debt Commitment Letter or Fee Letter, any breach, default, termination or repudiation by any party thereto. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of material developments in its efforts to arrange the Debt Financing and substantially concurrently therewith provide copies of all final or substantially final Definitive Debt Financing Documents provided to the lenders to the Company. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters) and the Existing Credit Agreement Amendments and such portion is reasonably required to fund the Aggregate Closing Merger Consideration, the Repayment Amount and/or (if applicable in accordance with Section 5.3 hereof5.20) the Recapitalization Dividend, Parent shall promptly notify the Company in writing and shall use its reasonable best efforts to obtain substitute financing for such portion as promptly as reasonably practicable following the occurrence of such event with terms and conditions not materially less favorable (as determined in the good faith judgment of Parent) to Parent, the “Debt Commitment Letter”), pursuant Company and to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with holders of the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to Verso First Lien Notes than the terms and conditions set forth therein, in the Debt Commitment Letters (after giving effect to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”market flex” in the Fee Letters), the Fee Letters and the Existing Credit Agreement Amendments. Parent has also delivered shall deliver to the Company true and complete copies of all contracts or other arrangements pursuant to which any fee letter entered into such alternative financing source shall have committed to provide any portion of the Debt Financing. Any alternative financing secured by Parent shall be deemed to be part of the Debt Financing for purposes of this Agreement. The Company shall give Parent prompt notice: (A) of its knowledge of any material breach or default or termination by any party to any Definitive Debt Financing Documents, or (B) of the receipt of any written notice or other written communication from any Person with respect to any material breach, default, termination or repudiation by any party to any Definitive Debt Financing Documents. (d) At and prior to the Closing or the New NewPage Term Loan Facility Closing Date, as applicable, the Company shall use its reasonable best efforts to provide, and shall cause its Subsidiaries, directors, officers, employees, consultants, agents, financial advisors, attorneys, accountants or other representatives to use reasonable best efforts to provide, in connection with the arrangement of the Debt Financing and the issuance and registration of the Note Consideration, all reasonable cooperation requested by Parent or Merger Sub, as applicable, including (i) execution of customary authorization letters with respect to Offering Documents, participating in a reasonable and customary number of meetings, drafting sessions, presentations, road shows, due diligence sessions and sessions with prospective lenders, investors and rating agencies and assisting Parent in obtaining ratings as contemplated by the Debt Commitment Letters or as otherwise reasonably necessary for the Debt Financing (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing and senior management and representatives, with appropriate seniority and expertise, of the Company and its external auditors and advisors), (ii) assisting with the preparation of Offering Documents required in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”Financing solely to the extent relating to the Company’s historical financial statements and other information and operations), except that and requesting any consents of accountants for use of their historical reports in any materials relating to the numerical fees, pricing Debt Financing (including the execution and delivery of customary representation letters in connection with bank information memoranda relating to the Company’s historical financial statements and other commercially sensitive numbers information and provisions specified reviewing and commenting on Parent’s draft of a business description and “Management’s Discussion and Analysis” of the Company’s (but not the Surviving Corporation’s) financial statements to be included in offering documents contemplated by the Debt Financing), (iii) preparing and furnishing to Parent and the Lenders as promptly as practicable all Required Information to assist in preparation of the Offering Documents, (iv) providing monthly financial statements within thirty (30) days of the end of each month prior to the Closing Date and providing annual financial statements within seventy five (75) days of the end of fiscal years ending December 31, 2013 and December 31, 2014 with respect to the Company’s year-end financial results for such periods, in all cases prepared in accordance with GAAP applied on a consistent basis and that fairly presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries and the consolidated results of their operations and their cash flows (subject to normal year-end audit adjustments and the lack of footnote disclosures), (v) informing Parent if the Company shall have knowledge of any such Fee Letter facts that would likely require the restatement of its financial statements, (vi) assisting in obtaining customary accountant’s reports and comfort letters, field exams, surveys, engineering reports, collateral audits and appraisals (including providing reasonable access at reasonable times to Parent, the Lenders or any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or lenders in connection with the TransactionsDebt Financing and their respective agents to all Company-Owned Real Property for such purposes) and title insurance, including the Mergerand to permit and/or facilitate environmental and other inspections, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due title information, and payable in connection with, or as a result of, the Transactions, including the Merger other documentation and payment of all fees and expenses items related to the foregoing. Debt Financing, as reasonably requested by Parent, (cvii) The Debt Commitment Letter is in full force causing the Company’s independent public accountants to provide all reasonable cooperation and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in assistance to the extent reasonably requested by Parent (including any respect, except permission as may be permitted required from the Company’s independent public accountants in connection with the use of the Required Information), (viii) to the extent reasonably requested by Section 5.3. The Debt Commitment LetterParent, assisting with the preparation and negotiation of, and facilitating the execution and delivery of, any pledge and security documents, guarantees, loan agreements, indentures, purchase agreements, and other definitive financing documents, legal opinions and officer’s certificates as may be requested by Parent (including delivering a certificate of the Chief Financial Officer of the Company (or at Parent’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing) with respect to solvency matters in the form delivered set forth as an annex to the Company prior Debt Commitment Letters), (ix) taking customary and commercially reasonable actions necessary to (A) permit the execution of this Agreementprospective Lenders involved in the Debt Financing, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, andupon reasonable advance notice at reasonable times, to evaluate the Knowledge Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of Parent establishing collateral arrangements as of the date Closing Date or the New NewPage Term Loan Facility Closing Date, as applicable and (B) assisting Parent to establish or maintain, effective as of this Agreementthe Closing Date, is a valid bank and binding obligation against each Debt Financing Source other accounts and enforceable against each Debt Financing Source in accordance with its termsblocked account agreements and lock box arrangements, in each case in connection with the Debt Financing, (x) using reasonable best efforts to assist Parent to obtain required waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Company or any of its Subsidiaries is a party and to arrange discussions among Parent, the Lenders and any lenders in connection with the Debt Financing with other parties to such material leases, encumbrances and contracts as of the Closing Date or the New NewPage Term Loan Facility Closing Date, as applicable, (xi) taking all legally permissible corporate actions, subject to the General Enforceability Exceptions. There are no side letters occurrence of the Closing Date or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement New NewPage Term Loan Facility Closing Date, as applicable, reasonably requested by Parent that are expressly contemplated by necessary or customary to permit the Debt Commitment Letter) relating to any Prohibited Changes with respect to consummation of the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, and to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.permit t

Financing. (a) Parent has delivered to the Company a true correct and complete copy copies of a fully the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, among Parent, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC and Column Financial, Inc. (the “Debt Commitment Letter”), pursuant to which the financial institutions party counterparties thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth thereinthereof, to lend the amounts set forth therein for (the purposes set forth therein (financing to be provided pursuant to such Debt Commitment Letter, as may be amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance with Section 6.12, the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Parent expressly acknowledges and agrees that the consummation of all or any portion of the Debt Financing is not a condition to its and/or Merger Sub’s and or Partnership Merger Sub’s obligations to effect the Closing. Assuming the conditions accuracy of the representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company of its obligations hereunder, the amount of funds to be provided pursuant to the obligation Debt Commitment Letter, if funded in accordance with the terms therein, together with other financial resources of Parent and Parent, Merger Sub and Partnership Merger Sub available on or prior to the time of Closing, including cash on hand and marketable securities of Parent, Merger Sub, Partnership Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, will be sufficient to consummate the Merger have been satisfied Mergers, the Transactions and to pay its and its affiliates’ respective monetary obligations that are due on or waived, at prior to the Closing Parent will have sufficient available funds to pay Date under this Agreement, including payment of the Merger Consideration Consideration, and the payment or funding of all fees, costs, expenses and reserves incurred, payable or required to be funded by Parent, Merger Sub, Partnership Merger Sub, any other amounts payable pursuant of their affiliates and, to this Agreement the extent responsible hereunder, the Company on or prior to the Closing Date in connection with this Agreement and the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter As of the date hereof, none of Parent, Merger Sub or Partnership Merger Sub, or to the knowledge of Parent, any other counterparty thereto is in full force and effect and has not been withdrawnbreach of any of its covenants or other obligations set forth in, rescinded or terminated or otherwise amendedis in default under, supplemented or modified in any respect, except as may be permitted by Section 5.3. The the Debt Commitment Letter, in the form delivered to the Company prior to the execution of this AgreementParent’s knowledge, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreementhereof, no event has occurred whichor circumstances exist that, with or without notice, lapse of time or both, could would or would reasonably be expected to (i) constitute or result in a breach or default or breach on the part of Parent, Merger Sub oror Partnership Merger Sub, or to the Knowledge knowledge of Parent, any counterparty thereto, under the Debt Financing, (ii) constitute or result in a failure to satisfy a condition precedent set forth in the Debt Financing Sourceor (iii) otherwise result in any portion of the Debt Financing being unavailable. As of the date hereof, under none of Parent, Merger Sub or Partnership Merger Sub has received any term notice or other communication from any party to the Debt Commitment Letter with respect to (1) any breach or default on the part of Parent, Merger Sub, Partnership Merger Sub or any other party to the Debt Commitment Letter or otherwise result in the failure (2) any intention of any condition such party to terminate the Debt Financing Commitment Letter, to not provide all or any portion of the Debt Financing or to require any additional reserves not contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter or for expenses to be paid by Parent or any of its affiliates on prior to or before as a condition to the consummation of the Debt Financing at Closing other than as provided in the Debt Commitment Letter. (d) As of the date hereof, the Debt Commitment Letter is a legal, valid, binding and enforceable obligation of this Agreement. Parent acknowledges and, to the knowledge of Parent, the other parties thereto, is in full force and agrees that effect, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (e) Other than as set forth in the Debt Commitment Letter and any fee letter (a “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Letters”), a copy of which has been provided to the Company prior to the date hereof, there are no conditions precedent or other contingencies related to the funding of the full net amount of the Debt Financing immediately prior or any contingencies that would, or would reasonably be expected to, reduce the aggregate amount of the Debt Financing. As of the date hereof, there are no side letters or other Contracts, understandings or arrangements (in each case, whether written or oral) imposing conditions or other contingencies to the Closingfunding of the full amount (i.e., before giving effect to any loan reduction provisions in the Debt Commitment Letter) of the proceeds of the Debt Financing or otherwise affect the availability of the Debt Financing, other than as expressly those set forth in the Debt Commitment LetterFinancing Letters delivered to the Company prior to the date hereof. For As of the avoidance of doubtdate hereof, Parent and Parent, Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject toPartnership Merger Sub have fully paid, or conditioned oncaused to be fully paid, receipt 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 debt financing under the Debt Commitment Letter or otherwiseFinancing Letters.

Financing. (a) Parent has delivered to the Company a true true, correct and complete copy copies of a fully the duly executed (i) debt commitment letter (together with any term sheet relating thereto)letter, dated as of April 25, 2022, among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., the date other financial institutions party thereto, Parent and Acquisition Sub, together with true, correct and complete copies of this Agreement the executed fee letter related thereto (as amended or replaced in accordance with Section 5.3 hereofcollectively, including all exhibits, schedules and annexes thereto, the “Bank Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related theretowhich, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein to Acquisition Sub for the purposes purpose of funding a portion of the amounts required to fund the transactions contemplated by this Agreement (the “Bank Debt Financing”), (ii) debt commitment letter, dated as of April 25, 2022, among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., the other financial institutions party thereto and X Holdings III, LLC, a Delaware limited liability company (the “Margin Loan Borrower”), together with true, correct and complete copies of the executed fee letter related thereto (collectively, including all exhibits, schedules and annexes thereto, the “Margin Loan Commitment Letter” and, together with the Bank Debt Commitment Letter, the “Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions therein, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein to the Margin Loan Borrower for the purpose of funding a portion of the amounts required to fund the transactions contemplated by this Agreement (the “Margin Loan Financing” and, together with the Bank Debt Financing, the “Debt Financing”). Parent has also delivered to ) and (iii) an equity commitment letter from the Company true and complete copies Equity Investor, dated as of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter date hereof (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent all exhibits, schedules, annexes and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent amendments thereto as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance the “Equity Commitment Letter” and, together with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment LetterLetters, the “Financing Commitments”) relating pursuant to which the Equity Investor has committed to invest the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”); provided that the fee and other economic provisions (including “flex” provisions) of fee letters may be redacted in a customary manner so long as none of the redacted terms would (i) reduce the amount of the Debt Financing below the amount that is required to pay the Funded Obligations, (ii) impose any Prohibited Changes with respect new condition or otherwise adversely amend, modify or expand any conditions precedent to the Debt FinancingFinancing or (iii) affect the enforceability or impair the validity of, or prevent, impede or delay the consummation of, the Debt Financing at the Closing. As of the date hereof, each of this AgreementParent and Acquisition Sub has accepted and is a party to the Bank Debt Commitment Letter, the Margin Loan Borrower has accepted and is a party to the Margin Loan Commitment Letter, and the Financing Commitments are in full force and effect and, are legal, valid and binding obligations of the Equity Investor, Parent and Acquisition Sub or the Margin Loan Borrower, as applicable, and, to the knowledge of the Equity Investor, Parent, Acquisition Sub and the Margin Loan Borrower, each of the other parties thereto, enforceable in accordance with their respective terms against the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, as applicable, and, to the knowledge of Parent and Acquisition Sub, against each of the other parties thereto. As of the date hereof, the Financing Commitments, and the respective commitments or obligations thereunder, have not been withdrawn, terminated, reduced, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, reduction, repudiation, rescission, amendment, supplement or modification is contemplated by the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower or, to the knowledge of Parent and Acquisition Sub, any other party thereto. None of the Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower nor any of their respective Affiliates has, nor has, to the knowledge of the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, any other party to the Financing Commitments, committed any breach or threatened breach of the performance, observance or fulfillment of any covenants, conditions or other obligations set forth in, or is in default under, any of the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, could would or would reasonably be expected to (i) constitute or result in a breach or default or breach on the part of Parent, Merger Sub orAcquisition Sub, to the Knowledge of Parent, Margin Loan Borrower or any Debt Financing Source, under any term of the Debt Commitment Letter other parties thereto (including the Financing Sources) under the Financing Commitments, (ii) constitute or result in a failure to satisfy a condition or other contingency set forth in the Financing Commitments, or (iii) otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at or the ClosingEquity Financing not being available on the Closing Date. Assuming None of the conditions to Equity Investor, Parent, Acquisition Sub or the obligation Margin Loan Borrower, nor any of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub their respective Affiliates has any reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letters) that it or any Debt Financing Source would will be unable to satisfy satisfy, on a timely basis (and in any term or event, not later than the Closing), any condition of the Debt Commitment Letter required to be satisfied by such Personit (or otherwise within the Equity Investor’s, Parent’s, Acquisition Sub’s or the Margin Loan Borrower’s any of their respective Representatives’ or Affiliates’ control) contained in the applicable Financing Commitments or that the full amounts committed pursuant to the applicable Financing Commitments will not be available as of the Closing. Parent There are no conditions precedent or Merger Sub has other contingencies or conditions related to the Financing other than those conditions expressly set forth in the unredacted provisions of the Financing Commitments, and there are no side letters, understandings or other agreements, Contracts or arrangements of any kind relating to the Financing Commitments or the Financing that could adversely affect the availability, conditionality, enforceability or amount of the Financing contemplated by the Financing Commitments. As of the date of this Agreement, Parent, Acquisition Sub, the Margin Loan Borrower and/or their respective Affiliates have fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter applicable Financing Commitments to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing are sufficient in amount to provide Parent acknowledges and agrees that there are no conditions precedent Acquisition Sub with the funds necessary to consummate the transactions contemplated hereby and to satisfy their obligations under this Agreement, including for Parent to pay (or other contingencies cause to be paid) the aggregate amounts payable pursuant to Article II and the payment of all fees, costs and expenses to be paid by Parent related to the funding transactions contemplated by this Agreement, including such fees, costs and expenses relating to the Financing, and payment of all amounts in connection with the refinancing or repayment of any outstanding indebtedness of the full amount of Company required by this Agreement or the Debt Financing immediately prior Commitments (collectively, the “Funding Obligations”). Notwithstanding anything contained in this Agreement to the Closingcontrary, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubtEquity Investor, Parent and Merger Acquisition Sub each acknowledge and agree affirm that it is not a condition to the Closing or to any of its obligations under this Agreement that the Equity Investor, Parent, Acquisition Sub and/or any of their respective obligations hereunder, Affiliates obtain any financing (including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt Debt Financing) for any of the debt financing under transactions contemplated by this Agreement. As of the Debt Commitment Letter date of this Agreement, the Equity Investor owns, directly or otherwiseindirectly, all the issued and outstanding capital stock and other equity interests of the Margin Loan Borrower.

Financing. (a) Parent The Purchaser has delivered to the Company a Seller true and complete copy copies of a fully executed commitment letter letters with the lenders and arrangers party thereto (together with any term sheet relating thereto)collectively, dated the “Lenders”) (including (i) all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (as amended other than any fee letters) and (ii) any fee or replaced in accordance engagement letters with Section 5.3 hereofthe Lenders associated therewith that contain any conditions to funding or “flex” provisions, but excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) (collectively, the “Debt Commitment LetterLetters”), pursuant to which the financial institutions party thereto (together with any other entities that Lenders have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedagreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein transactions contemplated by this Agreement (the “Debt Financing”). Parent The Purchaser has also delivered to the Company Seller a true and complete copies copy of any fee the executed equity commitment letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating all exhibits, schedules, annexes and amendments to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or such letter in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations effect as of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution date of this Agreement), is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent dated as of the date of this Agreement, is a valid between Parent and binding obligation against each the Investor (the “Equity Commitment” and together with the Debt Commitment Letters, the “Financing Source and enforceable against each Debt Financing Source in accordance with its termsCommitments”), in each case pursuant to which the Investor has agreed, subject to the General Enforceability Exceptions. There are no side letters terms and conditions set forth therein, to invest in Parent, directly or other Contracts or arrangements (except indirectly, the cash amounts set forth therein for any Fee Letters and any agreements entered into after the date purpose of funding a portion of the funds required to pay the Closing Payment upon the Closing pursuant to this Agreement that are expressly contemplated by (the Debt Commitment Letter) relating to any Prohibited Changes “Equity Financing” and, together with respect to the Debt Financing, the “Acquisition Financing”). As of the date of this AgreementThe Financing Commitments, no event has occurred which, together with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation available cash of Parent and Merger Sub its Subsidiaries, will be sufficient for the Purchaser to consummate the Merger have been satisfied transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein. The Purchaser or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter Financing Commitments to be paid on or before the date of this Agreement. Parent acknowledges The Seller is an express third party beneficiary of the Equity Commitment and agrees that there are no conditions precedent is entitled to enforce such agreement, and the Investor has agreed, subject in all respects to Section 10.14(b), not to oppose the granting of an injunction, specific performance or other contingencies related to equitable relief on the funding basis that Parent or the Seller, as applicable, has an adequate remedy at law. (b) As of the date of this Agreement, the Financing Commitments are in full amount force and effect and are the legal, valid and binding obligation of the Purchaser (in the case of the Debt Financing immediately prior Commitment Letters), Parent (in the case of the Equity Commitment) and, to the ClosingPurchaser’s Knowledge, the other parties thereto, enforceable against such parties in accordance with their terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. As of the date of this Agreement, the obligations of the Lenders and the Investor, as applicable, to fund the commitments under the Financing Commitments are not subject to any conditions other than as expressly set forth in the Debt Commitment LetterFinancing Commitments. For Except as previously disclosed to the avoidance Seller, as of doubtthe date of this Agreement, Parent there are no side letters, understandings or other agreements, arrangements or other Contracts relating to the funding or investing, as applicable, of the full amount of the Acquisition Financing other than as expressly set forth in the Financing Commitments furnished to the Seller pursuant to Section 4.4(a). As of the date of this Agreement, to the Purchaser’s Knowledge, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Financing Commitments by the Purchaser or Parent. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 7.1 and Merger Sub acknowledge and agree Section 7.2 of this Agreement, to the Purchaser’s Knowledge, there are no facts or circumstances that their respective obligations hereunder, including their obligations are reasonably likely to result in (i) any of the conditions set forth in the Financing Commitments not being satisfied or (ii) the Acquisition Financing not being made available to the Purchaser on a timely basis in order to consummate the Transactions, are not subject to, or conditioned on, receipt transactions contemplated by this Agreement. As of the debt financing date of this Agreement, (A) none of the Financing Commitments have been amended or modified and (B) the respective commitments contained in the Financing Commitments have not been withdrawn, modified or rescinded in any respect. Notwithstanding anything in this Agreement to the contrary, the Purchaser acknowledges and agrees that the obtaining of all or any part of the Acquisition Financing is not a condition to Closing or the consummation of the transactions contemplated by this Agreement, and that, irrespective and independently of the availability of the Acquisition Financing, the Purchaser shall be obligated to pay the Purchase Price and meet all its financial obligations under this Agreement and the Debt Commitment Letter Ancillary Agreements, subject only to the satisfaction or otherwisewaiver of the conditions set forth in Article VII.

Financing. (a) Section 4.6 of the Parent has delivered to the Company a Disclosure Letter sets forth true and complete copy copies of a fully (i) (x) executed rollover commitment letter letters (together the “Rollover Letters”) from parties (the “Rollover Investors”) that collectively have sole voting and dispositive power with any term sheet relating thereto), dated as respect to 3,139,975 shares of the date Company, which number of this Agreement shares, when contributed to Parent under the Rollover Letters, will satisfy all minimum requirements for equity contributions to Parent under the Debt Financing (as amended whether expressed in terms of minimum value or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”percentage of shares), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related theretowhich, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth thereinof which, the Rollover Investors have committed to lend contribute to Parent the amounts set forth therein for the purposes amount of shares of Common Stock set forth therein (the “Rollover Investment”), and (y) a schedule setting forth each Rollover Investor, the number of shares of the Company beneficially owned by and over which such Rollover Investor holds sole voting and dispositive power, and an indication of whether such shares of the Company are held directly or indirectly by such Rollover Investor, and (ii) executed debt commitment letters and related term sheets from ▇▇▇▇▇ Fargo Bank, National Association (the “▇▇▇▇▇ Commitment Letter”) and Fortress Credit Advisors LLC (the “Fortress Commitment Letter” and together with the ▇▇▇▇▇ Commitment Letter, the “Debt Commitment Letters” or the “Financing Commitments”) (▇▇▇▇▇ Fargo Bank, National Association and Fortress Credit Advisors LLC, the “Lenders”) pursuant to which, and subject to the terms and conditions of which, the Lenders have committed to provide Parent and/or Merger Sub with financing in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated by this Agreement (the “Debt Financing” or the “Financing”). Parent has also delivered to As of the Company true date hereof, each of the Financing Commitments and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letterRollover Letters is a legal, a “Fee Letter”), except that the numerical fees, pricing valid and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the binding obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations and, to the Knowledge of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result ofParent, the Transactionsother parties thereto, including the Merger and payment of all fees and expenses related enforceable in accordance with its terms, subject to the foregoing. (c) The Debt Commitment Letter Enforceability Exceptions. As of the date hereof, each of the Financing Commitments and the Rollover Letters is in full force and effect effect, and none of the Financing Commitments or the Rollover Letters has not been withdrawn, rescinded or terminated or otherwise amended, supplemented amended or modified in any respect. As of the date hereof, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to Knowledge of the execution Parent, neither Parent nor Merger Sub is in breach of this Agreement, is a valid and binding obligation any of Parent and enforceable against it the material terms or conditions set forth in accordance with its terms, andany of the Financing Commitments or the Rollover Letters. As of the date hereof, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of Company and its Subsidiaries, there is no fact or occurrence existing on the date of this Agreement, no event has occurred whichhereof that, with or without notice, lapse of time or both, could constitute would reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Financing Commitments or the Rollover Letters inaccurate, (B) result in any of the conditions in the Financing Commitments or the Rollover Letters not being satisfied, (C) cause any of the Financing Commitments or the Rollover Letters to be ineffective or (D) otherwise result in the Financing not being available, or the Rollover Investment not being made, in each case, on a default timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, neither the Rollover Investors nor any Lender has notified Parent or breach on Merger Sub of its intention to terminate any Financing Commitment or not to provide the part Financing, and none of the Rollover Investors has notified Parent or Merger Sub of its intention to terminate any Rollover Letter or not to make the Rollover Investment. Parent has not, without the prior written consent of the Company, amended, modified, supplemented or waived any of the conditions or contingencies to funding contained in any Financing Commitment (including definitive agreements related thereto) or to the Rollover Investment contained in any Rollover Letter, or any other provision of, or remedies under, any Financing Commitment (including definitive agreements related thereto) or any Rollover Letter (except for any increases in the amount of funds available thereunder or the addition of Financing Sources in accordance with the terms thereof, or other relevant entities who did not execute a Financing Commitment or a Rollover Letter as of the date of this Agreement or as otherwise expressly permitted by Section 5.12(a)). Assuming (1) the Financing is funded in accordance with its terms and conditions, (2) the Rollover Investment is made in accordance with the terms and conditions of the Rollover Letters and (3) the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), the net proceeds from the Financing will, together with the Rollover Investment and other funds available to Parent, be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub oror the Surviving Corporation, to the Knowledge and any related repayment or refinancing of Parent, any Debt Financing Source, under any term indebtedness of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing Company or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent its Subsidiaries, and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter other amounts required to be satisfied paid in connection with the consummation of the transactions contemplated by such Personthis Agreement. Parent or Merger Sub has fully paid in full any and all commitment fees or other fees required by the Debt any Financing Commitment Letter to be paid on or before 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, understandings or other agreements or arrangements relating to the Financing (except for customary fee letters and engagement letters which do not contain any additional conditions to closing or other agreements relating to the availability of this Agreementthe full amount of the Financing, and a complete copy of the fee letter has been made available to the Company with customary redactions of fee amounts, pricing caps, “market flex”, other economic terms and certain other terms, none of which redacted provisions would adversely affect the conditionality or aggregate principal amount of the Financing) or the Rollover Investment to which Parent, Merger Sub or any of their respective Affiliates are a party that relate to the amount, availability or conditions of the Financing or the Rollover Investment, other than the Financing Commitments and the Rollover Letters. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the ClosingFinancing, other than as expressly explicitly set forth in the Debt Commitment LetterFinancing Commitments, and there are no conditions precedent related to the contribution of the full amount of the Rollover Investment, other than as explicitly set forth in the Rollover Letters. Assuming the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), neither Parent nor 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 the contribution of the full amount of the Rollover Investment, or that the Financing will not be available to, or that the Rollover Investment will not be contributed to, Parent or Merger Sub on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent and or Merger Sub acknowledge to obtain the Financing, the Rollover Investment or any alternative financing. (b) Neither Parent, Merger Sub nor any of their Affiliates has (i) retained any financial advisor on a basis exclusive to Parent and/or Merger Sub and/or any such Affiliate 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 or hinder such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Company or its Subsidiaries (including in connection with the making of any Takeover Proposal), in the case of clauses (i) and agree that (ii), in connection with the Merger or the other transactions contemplated by this Agreement. Neither Parent, Merger Sub nor any of their respective obligations hereunderAffiliates has caused or induced any Person to take any action that, including their obligations to consummate the Transactionsif taken by Parent and/or Merger Sub, are not subject towould be a breach of, or conditioned onwould cause to be untrue, receipt any of the debt financing under the Debt Commitment Letter or otherwiserepresentations in this Section 4.6(b).

Financing. (a) Parent has delivered to the Company a true true, accurate and complete copy of a the fully executed debt commitment letter (together with any term sheet relating thereto)letter, dated as of August 15, 2016 (together with all annexes, schedules and exhibits thereto) from the date of this Agreement banks named therein to Parent (as amended or replaced in accordance with Section 5.3 hereofcollectively, the “Debt Financing Commitment Letter”), pursuant to the terms, but subject to the conditions, of which the financial institutions party lender parties thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements Parent and Merger Sub with debt financing in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for purposes of, among other things, financing the purposes set forth therein Merger and the other transactions contemplated by this Agreement, paying related fees and expenses (such debt financing, as it may be modified (to the extent permitted by this Agreement), the “Debt Financing”). Parent The Debt Financing Commitment Letter has also delivered not been amended, modified or waived in any manner prior to the Company true date of this Agreement and, as of the date of this Agreement, no such amendment, modification or waiver is pending or contemplated. As of the date of this Agreement, neither Parent nor its Subsidiaries has entered into any side letter or other agreement relating to the funding of the Debt Financing, other than as set forth in the Debt Financing Commitment Letter and complete copies the fee letters related thereto and there are no arrangements related to the Debt Financing that would be reasonably be expected to affect the availability of the Debt Financing. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any fee letter entered into in connection or all “market flex” provisions related thereto), together with cash on hand and each long-term debt financing that replaces all or a portion of the Debt Commitment Letter Financing (any each such fee letterdebt financing, each of which shall have conditions to the availability and funding of the proceeds thereof that are no more restrictive, taken as a whole, than the Financing Conditions (as defined below), a “Fee LetterReplacement Financing”, and collectively, the “Replacement Financings”), except that will be sufficient for the numerical feespayment of the Merger Amount when due on the Closing. As of the date of this Agreement, pricing and other commercially sensitive numbers and provisions specified the commitments contained in the Debt Financing Commitment Letter have not been withdrawn, terminated or rescinded in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations respect. As of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result ofdate of this Agreement, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Financing Commitment Letter is in full force and effect and has not been withdrawnrepresents a valid, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid binding and binding enforceable obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as Parent, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the date conditions precedent set forth in Section 1 of this Agreement, is a valid and binding obligation against each the Debt Financing Source Commitment Letter (the “Financing Conditions”) and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability ExceptionsException. There Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are no side letters due and payable on or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after prior to the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes in connection with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could would constitute a breach or default or breach on the part of Parent, Merger Sub or, or to the Knowledge of Parent, any other party thereto, under the Debt Financing SourceCommitment Letter, under any term of the Debt Commitment Letter which breach or otherwise default would reasonably be expected to result in the failure inability of Parent to satisfy (or materially delay the ability of Parent to satisfy) any condition of the Financing Conditions on or prior to the Debt Financing or any portion Closing Date. As of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation date of this Agreement, Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has no reason to believe that it or any Debt Financing Source would other party thereto will be unable to satisfy on a timely basis any term the Financing Conditions at or condition of prior to the Debt Commitment Letter required to be satisfied by such Persontime contemplated hereunder for the Closing. Parent or Merger Sub has fully paid any understands and all commitment fees or other fees required by acknowledges that under the Debt Commitment Letter to be paid on or before the date terms of this Agreement. Parent acknowledges and agrees that there are no conditions precedent , Parent’s obligation thereunder is not in any way contingent upon or other contingencies related otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the funding availability, grant, provision or extension of the full amount of the any financing to Parent. (b) The Debt Financing immediately prior to the ClosingFinancing, other than as expressly set forth when funded in accordance with the Debt Commitment Letter. For , together with cash on hand and the avoidance proceeds of doubtthe Replacement Financings, if any, will provide Parent with financing on the Closing Date that is sufficient for (i) the payment of the aggregate consideration payable by Parent on the Closing Date pursuant to Article III hereof and (ii) the payment of all costs, fees and expenses required to be borne by Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate its Affiliates in connection with this Agreement on the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseClosing Date.

Financing. (a) Parent has delivered to the Company Attached hereto as Exhibit C is a true and complete copy copy, including all exhibits, schedules or amendments thereto, of a the fully executed commitment letter (together with any term sheet relating thereto)from Barclays Bank PLC, dated as of the date of this Agreement hereof (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), pursuant to which ) from the financial institutions lenders party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing SourceLenders”) have committedrelating to the commitment of the Lenders to provide debt financing in the aggregate amount, and subject to the terms and conditions set forth thereinconditions, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”), and any fee letters related thereto (provided, that the amount of fees, “market flex” provisions, pricing terms and pricing caps set forth in the fee letters, none of which would reasonably be expected to adversely affect the conditionality, enforceability, availability or termination of the Debt Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner from any such fee letters, including from any amendments thereto). Parent has also delivered Subject to the Company true and complete copies of any fee letter entered into conditions set forth in connection with the Debt Commitment Letter (any such fee letterand closing the financing set forth therein, a “Fee Letter”)Purchaser will have at the Closing, except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub sufficient funds on hand to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to transactions contemplated by this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result ofAgreement, the Transactions, including Transaction Documents and deliver the Merger Aggregate Purchase Price and payment of all fees and expenses related to the foregoingtransactions contemplated by this Agreement and the Transaction Documents at Closing. (cb) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it the parties thereto in accordance with its terms, and, except (i) to the Knowledge extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of Parent as creditors’ rights generally and (ii) that the availability of the date of this Agreementequitable remedies, including specific performance, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptionsdiscretion of the court before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, together with any cash on hand of the Purchaser at Closing and the Stock Consideration, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Purchaser’s related fees and expenses. The obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no side letters or other Contracts agreements, contracts or arrangements (except for any Fee Letters customary fee letters and any agreements entered into after engagement letters) relating to the date funding of this Agreement that are the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub Purchaser has fully paid any and all commitment fees or other fees required by to be paid pursuant to the terms of the Debt Commitment Letter Letter, to be paid on or before the extent the same are due and payable. As of the date of this Agreement, (x) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn or rescinded in any way and (ii) no event has occurred that (with or without notice, lapse of time or both) would constitute a breach or default under the Debt Commitment Letter by Purchaser. Parent acknowledges and agrees Purchaser has no knowledge of any facts or circumstances that there are no conditions precedent or other contingencies related reasonably likely to the funding result in (A) any of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly conditions set forth in the Debt Commitment Letter. For Letter not being satisfied or (ii) the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under funding contemplated in the Debt Commitment Letter or otherwisenot being made available to Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. Buyer has obtained: (ai) Parent has delivered to the Company a true and complete copy of a fully executed debt financing commitment letter (together with copies of any term sheet provisions relating theretoto “market flex” or similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of the date hereof, by and among Jefferies Finance LLC (“Jefferies”), Bank of this Agreement Montreal (“BMO”), KeyBank National Association (“KeyBank”), CHS V and Buyer, pursuant to which each of Jefferies, BMO and KeyBank has committed to provide or cause to be provided debt financing to Buyer (which includes up to $200,000,000 in bridge financing to be utilized in the event that the issuance and sale of senior secured second lien notes in a comparable amount is not consummated at or prior to the Closing) (the “Bridge Loans”) in connection with the transaction contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as amended Exhibit E (the “Bridge Loans Commitment Letter”); (ii) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or replaced similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of the date hereof, by and among General Electric Capital Corporation (“GE Capital”), GE Canada Finance, Buyer, BMO, Key Bank (together, the “Revolver Lenders”) and Buyer, pursuant to which the Revolver Lenders have committed to provide or cause to be provided debt financing to Buyer (which includes up to $40,000,000 in accordance a senior secured credit facility of which up to Cdn $20,000,000 may be available to a Canadian borrower) (the “Revolver Loans”), a complete and accurate fully executed copy of which is attached hereto as Exhibit F (the “Revolver Commitment Letter” and together with Section 5.3 hereofthe Bridge Loans Commitment Letter, the “Debt Commitment LetterLetters”); and (iii) an equity financing commitment letter, dated as of the date hereof, pursuant to which the financial institutions party thereto (together with any CHS V has, among other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related theretothings, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions thereof, committed to provide equity financing to Buyer in connection with the transactions contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit G (the “Equity Commitment Letter”). The Debt Commitment Letters and Equity Commitment Letter shall together be referred to herein as the “Commitment Letters”. Subject to the conditions expressly set forth therein, the aggregate proceeds to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered be disbursed pursuant to the agreements contemplated by the Commitment Letters provide all funds necessary (a) to consummate the transactions contemplated hereby, including the payment of the Purchase Price, the deposit of the Escrow Amount, the payoff of the Company true Senior Debt Payoff Amount and complete copies Indebtedness identified on the Indebtedness Pay-Off Schedule and the payment of any fee letter entered into the unpaid Seller Transaction Expenses in connection accordance with the Debt Commitment Letter (any such fee letter, a “Fee Letter”final invoices delivered pursuant to Section 2.02(i)(iv), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to of Buyer at the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3time of the Closing. The Debt Commitment Letter, in Letters (together with the form ancillary documents referenced therein or delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as Company’s counsel) constitute all of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes between Jefferies, BMO, KeyBank, GE Capital, GE Canada Finance and/or their respective Affiliates and Buyer and its Affiliates with respect to the Debt Financingfinancing arrangements contemplated thereby. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, The Commitment Letters are not subject to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term contingency or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies kind whatsoever related to the funding of the full amount of the Debt Financing immediately prior to financing contemplated by the ClosingCommitment Letters (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as expressly set forth in the Debt Commitment Letter. For executed copies thereof (and in the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt copy of the debt financing “market flex” provision or similar provisions affecting the structure, pricing, maturity, amortization or any other terms excerpted from any related fee letter) attached hereto. The Commitment Letters are in full force and effect, constitute the legal, valid and binding obligations of Buyer and, to the knowledge of Buyer, the other parties thereto, and have not been modified or amended in any respect, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded. Neither Buyer nor any of its Affiliates is in breach of any of the Commitment Letters nor do Buyer or any of its Affiliates have knowledge of any breach of the Commitment Letters by any of the other parties thereto. As of the date hereof, to the Buyer’s knowledge, (x) neither Buyer nor any other party to any Commitment Letter will be unable to satisfy on a timely basis any of the conditions that are required to be satisfied by it or such other party as a condition to the obligations under the Debt Commitment Letter Letters prior to the expiration thereof and (y) no portion of the financing contemplated by the Commitment Letters will not be made available to Buyer at the Closing. Buyer has paid in full any and all commitment fees and/or other fees required to be paid on or otherwiseprior to the date hereof under the terms of the Commitment Letters and will pay all other commitment fees and/or other fees required to be paid under the terms of the Commitment Letters upon the Closing. Buyer will not use any portion of the Cdn $20,000,000 of the Revolver Loans to repay any of the Company Senior Debt.

Financing. (a) Parent Purchaser has delivered to the Company a true received and complete copy of a fully accepted executed and binding commitment letter letters dated February 3, 2015 (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment LetterLetters”)) from UBS Securities LLC, pursuant to which the financial institutions party thereto UBS AG, Stamford Branch, Credit Suisse AG, Credit Suisse Securities (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions USA) LLC, Royal Bank of Canada and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, RBC Capital Markets (collectively, the “Debt Financing Sources” and eachLenders”), a “Debt Financing Source”) have committedrelating to the commitment of the Lenders to provide, subject to the terms and conditions set forth thereinthereof, to lend the amounts set forth therein for full amount of the purposes set forth debt financing stated therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming Purchaser has delivered to Seller true, complete and correct copies of the conditions to executed Debt Commitment Letters, attached hereto as Exhibit F (including, the obligation of Parent exhibits and Merger Sub to consummate the Merger have been satisfied or waivedannexes thereto), at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any fee letters (the “Fee Letters”) related thereto (with only fee amounts, dates and certain other amounts payable pursuant to this Agreement or in connection with the Transactionseconomic terms, including the Merger, by Parent or Merger Sub or any obligations in respect of the Surviving Corporation “market flex” and “securities demand” provisions, redacted) (none of which would adversely affect the amount or its Subsidiaries that become due and payable in connection with, or as a result of, availability of the Transactions, including the Merger and payment of all fees and expenses related to the foregoingDebt Financing). (c) The Except as set forth in the Debt Commitment Letter is in full force and effect and has not been withdrawnLetters, rescinded there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. The Other than the Debt Commitment LetterLetters and the Fee Letters, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There there are no side letters or other Contracts agreements, contracts or arrangements (except for any Fee Letters and any agreements entered into after customary engagement letters) relating to the date funding or investing, as applicable, of this Agreement that are expressly contemplated by the full amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letter) relating Letters, together with available cash on hand (taking into account any restrictions on use and costs of repatriation), will provide Purchaser with cash proceeds on the Closing Date in an amount sufficient to any Prohibited Changes with respect to consummate the Debt Financing. As transactions contemplated by this Agreement on the terms contemplated hereby, including the payment of the date Purchase Price, and to pay related fees and expenses. (e) Assuming the satisfaction of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub orconditions in Sections 8.1 and 8.2, to the Knowledge of ParentPurchaser, any Debt Financing Source, under any term there is no fact or occurrence as of the Debt Commitment Letter or otherwise result in date hereof that would cause the failure of any condition conditions to the Debt Financing or any portion funding of the Debt Financing contemplated thereby not to be unavailable satisfied at or before the Closing. Assuming the conditions to the obligation of Parent , and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub Purchaser has no reason to believe that it or any Debt Financing Source would will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required Closing to be satisfied by such Personit contained in the Debt Commitment Letters. (f) The Debt Commitment Letters are valid, binding and enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and are in full force and effect, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchaser under the terms and conditions of the Debt Commitment Letters. Parent As of the date of this Agreement, no Debt Commitment Letter or Merger Sub Fee Letter has fully been amended, restated or otherwise modified or waived, and the respective commitments contained in the Debt Commitment Letters have not been withdrawn, modified or rescinded. Purchaser has paid in full any and all commitment fees or other fees or expenses required by to be paid pursuant to the terms of the Debt Commitment Letter to be paid Letters on or before the date of this Agreement. Parent acknowledges and agrees that there are . (g) In no conditions precedent event shall the receipt or availability of any funds or financing by Purchaser or any of its Affiliates or any other financing or other contingencies related transactions be a condition to the funding any of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective Purchaser’s obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. (a) Parent has and Merger Sub have delivered to the Company a true true, correct and complete copy copies of a fully (a) the executed debt commitment letter (together with any term sheet relating thereto)letter, dated as of October 1, 2020 among Parent, Merger Sub and the Debt Financing Sources party thereto (including all exhibits, schedules and annexes thereto, as amended from time to time after the date of hereof to the extent not prohibited by this Agreement (as amended or replaced in accordance with Section 5.3 hereofAgreement, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto Debt Financing Sources have committed, subject only to the terms and conditions set forth therein, to lend the aggregate amounts set forth therein (together with any other entities that have committed to provide or arrange or otherwise such lending and funding, the “Debt Financing”) for the purposes set forth therein, (b) the fee letter entered into agreements by Parent, Merger Sub and the Debt Financing Sources in connection with the Debt Financing (the “Fee Letter”); provided that specific fee amounts and specific “market flex” terms, if any, none of which imposes, nor do they permit the imposition of, any new conditions (or other financings in connection with the Transactions modification or expansion of any existing conditions) may have been redacted, and (c) the executed equity commitment letter, dated as of October 1, 2020, among Parent, the Guarantors and the other parties to any joinder agreementsthereto (including all exhibits, indentures or credit agreements entered pursuant thereto or related schedules and annexes thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectivelyas amended from time to time after the date hereof to the extent not prohibited by this Agreement, the “Equity Commitment Letter” and, together with the Debt Financing Sources” and eachCommitment Letter, a the “Debt Financing SourceCommitment Letters”) ), pursuant to which the Guarantors have committed, subject to the terms and conditions set forth therein, to lend make a cash equity contribution in the amounts aggregate amount set forth therein (such equity contribution, the “Equity Financing” and, together with the Debt Financing, the “Financing”) for the purposes set forth therein (the “Debt Financing”)therein. Parent has also delivered to The Equity Commitment Letter provides that the Company true and complete copies is a third-party beneficiary thereto in accordance with the terms thereof. As of any fee letter entered into in connection with the date hereof, none of the Commitment Letters has been amended, supplemented or modified, no such amendment, supplement or modification is contemplated or pending (other than amendments, supplements or modifications to the Debt Commitment Letter (any such fee lettersolely to add additional lenders, a “Fee Letter”arrangers, bookrunners and similar entities), except that and the numerical feesrespective commitments contained in the Commitment Letters have not been withdrawn, pricing and other commercially sensitive numbers and provisions specified terminated or rescinded in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions respect and, to the obligation knowledge of Parent and Merger Sub Sub, no such withdrawal, termination or rescission is contemplated. Except for the Fee Letter and the Commitment Letters, there are no side letters or Contracts to consummate the Merger have been satisfied or waivedwhich Parent, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations Affiliate of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as either thereof is a result of, the Transactions, including the Merger and payment of all fees and expenses party related to the foregoing. terms, provision, lending, funding or investing, as applicable, of the Financing or the transactions contemplated hereby. As of the date hereof, Parent and Merger Sub have fully paid (cor caused to be paid) any and all commitment fees or other fees that are required to be paid pursuant to the Commitment Letters on or prior to the date hereof. The Debt Commitment Letter is Letters are in full force and effect and has not been withdrawnare the legal, rescinded valid, binding and enforceable obligations of Parent, Merger Sub and, to the knowledge of Parent, each of the other parties thereto, to fund the full amount of the Financing subject only to the satisfaction or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letterwaiver of the Financing Conditions, in each case subject to the form Bankruptcy and Equity Exceptions. There are no conditions precedent to funding the full amount of the Financing (including pursuant to any market flex provisions with respect to the Fee Letter delivered in connection with the Debt Financing), other than as expressly set forth in the Commitment Letters delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, date hereof or as amended from time to time to the Knowledge of Parent as of extent not prohibited by the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date terms of this Agreement that are expressly contemplated by (such conditions, the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing“Financing Conditions”). As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could would or would reasonably be expected to (i) constitute a default or breach on the part of Parent, Parent or Merger Sub or any of their respective Affiliates or, to the Knowledge knowledge of Parent, any Debt Financing Source, other party thereto under any term of the Debt Commitment Letter Letters, in each case that would reasonably be expected to prevent, delay or otherwise impede the Closing or (ii) result in the failure of any condition to the Debt Financing or any portion of the Debt amounts to be provided, loaned, funded or invested in accordance with the Commitment Letters being unavailable on the Closing Date. As of the date hereof and assuming satisfaction or waiver of the conditions set forth in Article VII, Parent has no reason to believe that any of the conditions precedent to the Financing contemplated thereby to be unavailable at by the Closing. Assuming Commitment Letters within the conditions to the obligation control of Parent and Merger Sub to consummate the Merger have been will not be satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior will not be made available to Parent and Merger Sub in full on the Closing Date. Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions precedent to the ClosingFinancing contemplated by the Commitment Letters within the control of Parent and Merger Sub not to be satisfied or the full amount of the Financing not to be made available to Parent on the Closing Date. As of the date hereof, other than as expressly and assuming satisfaction or waiver of the conditions set forth in Article VII and the Debt funding of the Financing in accordance with the Commitment Letter. For the avoidance of doubtLetters, Parent and Merger Sub acknowledge will have on the Closing Date funds sufficient to pay all amounts payable by Parent or Merger Sub pursuant to Article II on the Closing Date and agree to pay any and all fees and expenses required to be paid by Parent and Merger Sub in connection with the transactions contemplated by this Agreement and the Financing (collectively, the “Financing Uses”). Notwithstanding anything herein to the contrary, each of Parent and Merger Sub acknowledges and agrees that their respective neither the receipt by Parent or Merger Sub nor the availability to Parent or Merger Sub of the Financing or any other financing shall be a condition to the obligations hereunder, including their obligations of Parent or Merger Sub to consummate the Transactions, are not subject to, or conditioned on, receipt any of the debt financing under the Debt Commitment Letter or otherwisetransactions contemplated hereby.

Financing. (a) Parent Investor has delivered to the Company a true true, complete and complete copy of a fully correct copies of: (i) the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (as amended or replaced in accordance with Section 5.3 hereof, USA) LLC and Investor (the “Debt Commitment LetterFinancing Commitment”), pursuant to which which, upon the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions terms and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purposes set forth therein purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”). Parent has also delivered ; (ii) the executed equity commitment letter, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the Company true conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and complete copies of together with the Debt Financing, the “Financing”); (iii) any and all fee letter entered into letters in connection with the Debt Financing Commitment Letter (any such fee lettercollectively, a the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, except the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to existence or exercise of the “flex” terms provisions contained in the Fee Letter shall not constitute an amendment or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations modification of the Surviving Corporation or its Subsidiaries that become due and payable in connection withFinancing Commitments), or and, as a result ofof the date hereof, the Transactionsrespective commitments contained in the Financing Commitments have not been withdrawn, including terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of the Merger and payment Financing Commitments. As of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is date hereof, the Financing Commitments are in full force and effect and has not been withdrawnconstitute the legal, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation obligations of Parent and enforceable against it in accordance with its terms, Investor and, to the Knowledge knowledge of Parent as of Investor, the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, other parties thereto (subject in each case subject to the General Enforceability Exceptionseffect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). There are no side letters or other Contracts or arrangements (except for any Fee Letters Other than as expressly set forth in the Financing Commitments, and any agreements entered into related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of this Agreement that the provisions hereof, there are expressly contemplated by no conditions precedent related to the Debt Commitment Letterfunding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any Prohibited Changes with respect to the Debt Financingof its Affiliates is a party. As of the date of this Agreementhereof, no event has occurred which, which would constitute a breach or default (or with notice or without notice, lapse of time or both, could both would constitute a default or breach on default) by Investor under the part of ParentFinancing Commitments, Merger Sub or, to the Knowledge knowledge of ParentInvestor, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition other parties to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the ClosingCommitments. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub Investor has fully paid any and or caused to be fully paid all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly date hereof pursuant to the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II and performance by Seller and the Debt Commitment Letter. For the avoidance Company of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, upon receipt of the debt financing under proceeds contemplated by the Debt Commitment Letter or otherwiseFinancing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunder.

Financing. (a) Parent Amneal has delivered to the Company Impax a true true, correct and complete copy of a fully (i) an executed commitment letter (together with any term sheet relating including all exhibits and schedules thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), ) pursuant to which the financial institutions Debt Financing Sources party thereto have agreed (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with on the Debt Financing or other financings in connection with the Transactions terms and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth thereinthereof), to lend the amounts set forth therein for the purposes set forth therein (the “Debt FinancingFinancing Commitments”). Parent has also delivered to ) and (ii) the Company true and complete copies of any fee letter entered into letter(s) referenced in connection with the Debt Commitment Letter (any such fee letter, a the “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, there are no agreements, side letters or arrangements (other than the Debt Commitment Letter and the Fee Letter) to which Amneal is a party relating to any of the Debt Financing Commitments. (b) Except as expressly set forth in the Debt Commitment Letter and the Fee Letter, as of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, there are no conditions precedent to the funding of the full amount of the Debt Financing. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 and the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, the aggregate proceeds contemplated by the Debt Commitment Letter, together with other financial resources of Amneal will be sufficient for (i) the repayment in full of all amounts outstanding under the Existing Credit Facilities of Impax and its Subsidiaries pursuant to their terms, (ii) to the extent necessary, for the repurchase of the Impax Convertible Notes at par plus accrued but unpaid interest thereon and (iii) the satisfaction of Amneal’s obligations to pay any fees and expenses of or payable by Amneal in connection with this Agreement, the Transactions and the Ancillary Transactions (the “Required Amount”). As of the date of this Agreement, the Debt Commitment Letter and the Fee Letter are in full force and effect, and constitute the valid and binding obligation of Amneal and, to the Knowledge of Amneal, each of the other parties thereto (subject in each case to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). As of the date of this Agreement, Amneal is not in breach of any of the terms or conditions set forth in the Debt Commitment Letter or the Fee Letter. As of the date of this Agreement, assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 and the accuracy of the representations and warranties of Impax set forth in this Agreement in all material respects, (i) no event has occurred whichthat, with or without notice, lapse of time or both, could would reasonably be expected to constitute a default or breach on the part of Parent, Merger Sub or, to Amneal under the Knowledge of Parent, any Debt Financing Source, under any term terms of the Debt Commitment Letter or otherwise (ii) would reasonably be expected to result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of within its control in the Debt Commitment Letter required to be not being satisfied by such Personin a timely manner. Parent or Merger Sub Amneal has fully paid in full any and all commitment fees or other fees required by to be paid pursuant to the terms of the Debt Commitment Letter to be paid or Fee Letter on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent The Debt Commitment Letter has not been modified or other contingencies related to the funding amended as of the full amount date of this Agreement, and as of the date of this Agreement none of the respective commitments under the Debt Commitment Letter have been reduced, withdrawn or rescinded by Amneal or, to Amneal’s Knowledge, the Debt Financing immediately prior Sources party thereto. Notwithstanding anything to the Closing, other than as expressly contrary set forth in this Section 4.25(b), to the Debt Commitment Letter. For extent that the avoidance of doubtrepresentations and warranties contained in this Section 4.25(b), Parent are not true or correct in any respect, but all other conditions set forth in Section 7.01 and Merger Sub acknowledge Section 7.02(a) are then satisfied and agree that their respective obligations hereunderAmneal is otherwise is ready, including their obligations willing and able to consummate the Transactions, then the representations and warranties set forth in this Section 4.25(b) shall be deemed to be true and correct in all respects in order to deem the condition set forth in Section 7.02(a) satisfied, so long as the Closing occurs. (c) The obligations of Amneal under this Agreement are not subject toto any conditions regarding Amneal’s, its Affiliates’ or conditioned on, receipt any other person’s ability to obtain financing for the consummation of the debt financing under the Debt Commitment Letter or otherwiseTransactions contemplated hereby.

Financing. Assuming the accuracy of the representations and warranties set forth in Article IV, and assuming no material breach by Knight of its obligations under Sections 6.1 and 6.2 or by Blocker of its obligations under Section 6.5, the amount of funds contemplated to be provided pursuant to the Commitment Letters (aas defined below), if funded, together with cash and cash equivalents of GETCO, Knight and the Company available for application to the cash portion of the Merger Consideration and the Refinancing, are sufficient, to (i) Parent consummate the Mergers and the Refinancing and any other repayment or refinancing of indebtedness contemplated by this Agreement or the Commitment Letter and (ii) satisfy all of the other payment obligations of GETCO contemplated hereunder and under the Commitment Letter and the Fee Letter. GETCO has delivered to Knight prior to the Company a true and complete copy date of the Original Merger Agreement copies of a fully executed (i) debt commitment letter dated December 19, 2012 between Jefferies Finance LLC (together with any term sheet relating thereto), dated as of the date of this Agreement “Jefferies Finance”) and GETCO (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), pursuant to which (ii) debt fee letter dated December 19, 2012 between Jefferies Finance and GETCO (the financial institutions party thereto (“Fee Letter” and, together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectivelyCommitment Letter, the “Debt Financing SourcesLetters”) and (iii) the equity commitment letter dated December 19, 2012 between GETCO and General Atlantic Partners 83, L.P. (the “Equity Commitment Letter”; together with the Debt Commitment Letter, the “Commitment Letters” and eachand, a “together with the Debt Financing SourceLetters, the “Financing Letters”) have committed), pursuant to the terms, but subject to the terms conditions, of which financial institutions party thereto, including Jefferies Finance (the “Lenders”), in the case of the Debt Commitment Letter, and conditions set forth thereinGeneral Atlantic Partners 83, L.P., in the case of the Equity Commitment Letter, have committed to lend provide the Company with financing in the amounts set forth therein for purposes of financing the purposes set forth therein transactions contemplated by this Agreement, paying related fees and expenses and completing the Refinancing (such debt financing, pursuant to the Debt Commitment Letter, as it may be modified, to the extent permitted by this Agreement, the “Debt Financing” and such equity financing pursuant to the Equity Commitment Letter, as it may be modified, to the extent permitted by this Agreement, the “Equity Financing” and, together with the Debt Financing, the “Financing”). Parent has also delivered to ; provided, however, that, in the Company true case of the Fee Letter, accurate and complete copies have been delivered to Knight with only the fee amounts, certain terms of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “market flex” terms or similar concepts) may have been and the “Securities Demand” provisions redacted. (b) Assuming . The Financing Letters, in the conditions form provided to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waivedKnight by GETCO, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is are in full force and effect and has not been withdrawnare legal, rescinded or terminated or otherwise amendedvalid, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, obligations of GETCO and, to the Knowledge knowledge of Parent as of GETCO, the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source other parties thereto in accordance with its terms, in each case their respective terms and subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters Bankruptcy and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt FinancingEquity Exception. As of the date of this the Original Merger Agreement, the Financing Letters have not been withdrawn, terminated, repudiated, rescinded, amended or modified, in any respect, and no event has occurred whichwithdrawal, with termination, repudiation, rescission, amendment or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term modification of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the ClosingLetters is contemplated. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related relating to the funding obligation of any party to any of the Financing Letters to fund the full amount (or any portion) of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Financing Letters as in effect on the date of the Original Merger Agreement. GETCO has paid all fees and expenses required to be paid under the Financing Letters as of the date of the Original Merger Agreement. As of the date of the Original Merger Agreement, GETCO has no knowledge of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment LetterLetters inaccurate in any material respect or that would cause the Commitment Letters to be terminated or ineffective or, assuming satisfaction of the conditions precedent set forth in Section 8.1 and 8.3, that would reasonably be expected to cause any of the conditions precedent set forth therein not to be met. For In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their the Financing) by GETCO or any of its respective Affiliates or any other financing be a condition to any of GETCO’s obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. (a) As of the date hereof, Parent has delivered to the Company a true true, complete and complete correct copy of a the fully executed debt commitment letter (letter, together with the related fee letter referenced therein (in the case of the fee letter, redacted solely for provisions related to the amount or percentage basis points of fees, “flex” terms and other commercially sensitive economic terms, none of which could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing to be funded for the Contemplated Transactions (other than through the operation of additional original issue discount or additional upfront fees imposed pursuant to “flex” terms that would not reduce the net proceeds of the Debt Financing below the amount, together with the aggregate committed amount of the Equity Financing (including any term sheet relating theretoincrease in the aggregate committed amount of the Equity Financing after the date of this Agreement), necessary to fund the Required Funding Amount), in each case, as contemplated by such Debt Commitment Letters, in any respect), dated as of the date of this Agreement Agreement, by and among the Debt Financing Sources party thereto and Parent or Merger Sub, providing for debt financing as described therein (as amended or replaced in accordance together with Section 5.3 hereofall exhibits, schedules and annexes thereto, the “Debt Commitment Letter”), pursuant to which which, upon the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions terms and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, the Debt Financing Sources party thereto have agreed to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions Parent has delivered to the obligation Company a true, complete and correct copy of the fully executed equity commitment letter dated as of the date of this Agreement (together with all exhibits, schedules and annexes thereto, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), by and between Parent Sponsor and Merger Sub to consummate the Merger have been satisfied or waivedParent, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or which, upon the terms and subject to conditions set forth therein, Parent Sponsor has agreed to invest in Parent the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides that the Company is an express third-party beneficiary of, and is entitled to enforce, the Equity Commitment Letter in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations Company’s exercise of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoingrights under Section 8.13. (c) The Debt As of the date hereof, the Commitment Letter is Letters are in full force and effect and has not been withdrawnconstitute the valid, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid binding and binding enforceable obligation of Parent or Merger Sub and enforceable against it in accordance with its termsParent Sponsor, as applicable, and, to the Knowledge of Parent as of and Merger Sub, the date of this Agreementother parties thereto, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its their respective terms, in each case subject to except as enforcement may be limited by the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closingor Equity Financing, as applicable, other than as the conditions precedent expressly set forth in the Debt applicable Commitment Letter. For The Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect prior to the date of this Agreement, and, except as expressly permitted under Section 5.16(b), assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, no such termination, reduction, withdrawal or rescission is contemplated by Parent or Merger Sub or Parent Sponsor or, to the Knowledge of Parent and Merger Sub, any other party thereto. As of the date hereof, neither Parent nor Merger Sub is in default of or breach under the terms and conditions of any of the Commitment Letters, and, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, no event has occurred that, with or without notice, lapse of time or both would be expected to constitute a default or breach or a failure to satisfy a condition under the terms and conditions of any of the Commitment Letters. (d) As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, each of Parent and Merger Sub has no reason to believe that (i) any of the conditions precedent expressly set forth in the Commitment Letters will not be satisfied on or prior to the Closing Date or (ii) the Financing in the aggregate amounts contemplated by the Commitment Letters will not be available to Parent and Merger Sub on the Closing Date. Each of 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 any other Person’s (including, for the avoidance of doubt, the Company or any of its Subsidiaries) ability to obtain the Equity Financing or Debt Financing for the consummation of the Contemplated Transactions. (e) There are no side letters, understandings or other agreements or arrangements of any kind relating to any of the Commitment Letters or the Financing that could affect the availability or amount of the Financing contemplated by the Commitment Letters in any respect. Parent, Merger Sub or an Affiliate of Parent or Merger Sub on its behalf has fully paid any and all commitments or other fees and amounts required by the Commitment Letters to be paid on or prior to the date of this Agreement. (f) The Financing, when funded in accordance with the Commitment Letters (including after giving effect to any “flex” provisions), will provide Parent or Merger Sub with cash proceeds on the Closing Date sufficient to enable Parent and Merger Sub acknowledge to perform all of their payment obligations under this Agreement at the Closing, including to (i) deliver the aggregate Merger Consideration and agree all other amounts required to be paid under Article II, (ii) pay any fees and expenses required to be made by or on behalf of Parent or Merger Sub at Closing, and (iii) repay or refinance any outstanding Indebtedness of Parent or Merger Sub or the Company and its Subsidiaries to the extent required in connection with the transactions described in this Agreement or the Commitment Letters (such amount, the “Required Funding Amount”). As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, each of 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 Financing contemplated by the Commitment Letters) by or to Parent, Merger Sub or any of their respective obligations hereunder, including their obligations Affiliates or any other financing transaction be a condition to consummate the Transactions, are not subject to, or conditioned on, receipt any of the debt financing under the Debt Commitment Letter obligations of Parent or otherwiseMerger Sub hereunder.

Financing. (a) Parent As of the date hereof, Purchaser has delivered to the Company Parent a true true, complete and complete correct copy of a the fully executed debt commitment letter (letter, together with any term sheet relating theretorelated fee letters (in the case of the fee letters, redacted solely for confidential provisions related to fees, “flex” terms and other economic terms, none of which could adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing to be funded for the transactions contemplated by this Agreement, in each case as contemplated by such Debt Commitment Letters), dated as of the date of this Agreement Agreement, by and among the Debt Financing Sources party thereto and Purchaser, providing for debt financing as described therein (as amended or replaced in accordance together with Section 5.3 hereofall exhibits, schedules and annexes thereto, the “Debt Commitment Letter”), pursuant to which which, upon the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions terms and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, the Debt Financing Sources party thereto have agreed to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming As of the conditions date hereof, Purchaser has delivered to Parent a true, complete and correct copy of the fully executed equity commitment letter dated as of the date of this Agreement (together with all exhibits, schedules and annexes thereto, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), by and between the Purchaser Sponsor and Purchaser, pursuant to which the Purchaser Sponsor has agreed, subject to the obligation of Parent terms and Merger Sub conditions thereof, to consummate invest in Purchaser the Merger have been satisfied or waivedamounts set forth therein (the “Equity Financing” and, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection together with the TransactionsDebt Financing, including the Merger, by “Financing”). The Equity Commitment Letter provides that Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result is an express third-party beneficiary of, and is entitled to enforce, the Transactions, including the Merger and payment of all fees and expenses related to the foregoingEquity Commitment Letter. (c) The Debt Commitment Letter is Letters are in full force and effect and has not been withdrawnconstitute the valid, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid binding and binding enforceable obligation of Parent and enforceable against it in accordance with its termsPurchaser, and, to the Knowledge of Parent as of Purchaser, the date of this Agreementother parties thereto, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its their respective terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after conditions precedent related to the date funding of this Agreement that are expressly contemplated by the full amount of the Debt Financing or Equity Financing, as applicable, other than the conditions precedent expressly set forth in the applicable Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date hereof, the Commitment Letters have not been amended or modified in any manner by Purchaser, or to the Knowledge of this AgreementPurchaser, the other parties thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Purchaser, or to the Knowledge of Purchaser, any other party thereto. As of the date hereof, and assuming the satisfaction of the conditions set forth in Section 9.1 and Section 9.2, (i) Purchaser is not in default of or breach under the terms and conditions of any of the Commitment Letters, and (ii) no event has occurred whichthat, with or without notice, lapse of time or both, could would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition on the part behalf of ParentPurchaser, Merger Sub or, or to the Knowledge of ParentPurchaser, any Debt Financing Sourceother party thereto, in each case, under the terms and conditions of any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion Letters. (d) As of the Debt Financing contemplated thereby to be unavailable at date hereof, and assuming the Closing. Assuming satisfaction of the conditions to the obligation of Parent set forth in Section 9.1 and Merger Sub to consummate the Merger have been satisfied or waivedSection 9.2, neither Parent nor Merger Sub Purchaser has no reason to believe that it (i) any of the conditions precedent expressly set forth in the Commitment Letters will not be satisfied on or prior to the Closing Date or (ii) the Financing in the aggregate amounts contemplated by the Commitment Letters will not be available to Purchaser on the Closing Date. Purchaser acknowledges that Purchaser’s obligations under this Agreement are not subject to any conditions regarding Purchaser’s, its Affiliates’, or any other Person’s (including, for the avoidance of doubt, Parent or any of its Subsidiaries) ability to obtain the Equity Financing or the Debt Financing Source would be unable to satisfy on a timely basis any term or condition for the consummation of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before transactions contemplated hereby. (e) As of the date of this Agreement. Parent acknowledges and agrees that hereof, there are no conditions precedent side letters, understandings or other contingencies related agreements or arrangements of any kind relating to the funding any of the full amount Commitment Letters or the Financing that could affect the availability of the Debt Financing immediately prior to contemplated by the ClosingCommitment Letters, other than as expressly set forth in the Debt Commitment LetterLetters. For As of the avoidance date hereof, Purchaser or an Affiliate of doubtPurchaser on its behalf has fully paid any and all commitments or other fees and amounts required by the Commitment Letters to be paid on or prior to the date of this Agreement. (f) The Financing, Parent when funded in accordance with the Commitment Letters (including after given effect to any “flex” provisions) and Merger Sub acknowledge and agree that their respective obligations hereunder, including their assuming the satisfaction of the conditions to Purchaser’s obligations to consummate the TransactionsSale (other than those conditions that by their nature are to be satisfied at Closing), are not subject towill provide Purchaser with cash proceeds on the Closing Date sufficient to enable Purchaser to perform all of its obligations under this Agreement and the Ancillary Agreements, including to deliver the Closing Purchase Price and the Final Purchase Price to Parent as and when contemplated by this Agreement, pay any fees and expenses of or conditioned onpayable by Purchaser or the Transferred Entities, and repay or refinance any outstanding indebtedness of Purchaser and/or the Transferred Entities to the extent required in connection with the transactions described in this Agreement, the Ancillary Agreements or the Commitment Letters. Notwithstanding anything elsewhere in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the Financing contemplated by the Commitment Letters) by or to Purchaser or any of its Affiliates or any other financing transaction be a condition to any of the debt financing under obligations of Purchaser hereunder. (g) Assuming the Debt Commitment Letter or otherwisesatisfaction of the conditions set forth in Section 9.1 and Section 9.2, immediately after giving effect to the consummation of the Sale, Purchaser and its Subsidiaries, taken as a whole, will be Solvent. For purposes of this Section 5.6(g), “Solvent” shall mean, with respect to Purchaser and its Subsidiaries, taken as a whole, that: (i) the fair saleable value (determined on a going concern basis) of the assets of Purchaser and its Subsidiaries, taken as a whole, shall be greater than the total amount of the liabilities of Purchaser and its Subsidiaries, taken as a whole, (ii) Purchaser and its Subsidiaries, taken as a whole, shall be able to pay their debts and obligations in the Ordinary Course of Business as they become due, and (iii) Purchaser and its Subsidiaries, taken as a whole, shall have adequate capital to carry on their businesses.

Financing. (a) Parent Concurrently with the execution of this Agreement, Acquiror has delivered to the Company a true true, correct and complete copy copies of a fully an executed debt commitment letter (together with any term sheet relating thereto), dated as of the date hereof and a corresponding fee letter dated as of this Agreement the date hereof (with only the fee amounts, interest rates, pricing caps and other economic “flex” terms redacted (none of which redacted provisions would be reasonably expected to adversely affect the amount or availability of the Financing (as amended defined below) or replaced in accordance with Section 5.3 hereof, impose any additional obligations on the “Debt Commitment Letter”Company), pursuant to which ) from the financial institutions party thereto identified therein (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions all exhibits, annexes and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related schedules thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing SourceCommitment Letter”) have committedto provide, subject to the terms and conditions set forth therein, debt financing to lend Acquiror or its Subsidiaries in the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent As of the date hereof, the Commitment Letter has also delivered not been amended or modified and the commitments contained in such Commitment Letter have not been withdrawn, terminated or rescinded in any respect. Acquiror has fully paid or caused to the Company true be fully paid any and complete copies of any fee letter entered into all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable prior to the date hereof. Assuming the Financing is funded in accordance with the Commitment Letter, the net proceeds committed to be delivered pursuant to the Commitment Letter, together with Acquiror’s and its Subsidiaries’ available and committed credit facilities and cash on hand, will provide all the funds necessary for Acquiror to, on and as of the Effective Date, consummate the Arrangement and the other transactions contemplated by this Agreement, including to (any such fee letter, a “Fee Letter”a) pay the cash consideration payable pursuant to Sections 1.1(b), except that the numerical fees1.1(c) and 1.1(d), pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation repay any outstanding indebtedness of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to Company contemplated by this Agreement or the Commitment Letter to be repaid or refinanced on the Effective Date and (c) pay any fees and expenses of or payable by Acquiror in connection with the Transactionstransactions contemplated by this Agreement, including the Merger, by Parent or Merger Sub or any obligations Financing. As of the Surviving Corporation or its Subsidiaries that become date hereof, assuming due authorization, execution and payable in connection with, or as a result ofdelivery by the parties thereto (other than Acquiror), the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, Acquiror and, to the Knowledge knowledge of Parent as Acquiror, each of the date of this Agreement, other parties thereto and is a valid in full force and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its termseffect, in each case case, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, preference, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters “Bankruptcy and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt FinancingEquity Exception”). As of the date hereof, (x) there is no default or breach under the Commitment Letter by Acquiror or any of this Agreementits Subsidiaries, or, to the knowledge of Acquiror, any other parties thereto, and (y) no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Merger Sub Acquiror or any of its Subsidiaries or, to the Knowledge knowledge of ParentAcquiror, any Debt Financing Sourceother parties thereto, under any term the Commitment Letter. As of the Debt Commitment Letter or otherwise result in the failure date hereof, Acquiror has no knowledge of any condition to the Debt Financing facts or circumstances or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it any facts or any Debt Financing Source circumstances exist that, assuming the satisfaction of the conditions set forth in Section 5.1 and Section 5.2 and the completion of the Marketing Period, would be unable reasonably likely to satisfy on a timely basis result in any term or condition of the Debt conditions set forth in the Commitment Letter required to be not being satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt funding contemplated in the Commitment Letter to be paid not being made available on or before the Effective Date. As of the date of this Agreement. Parent acknowledges and agrees that there are no hereof, the Commitment Letter is not subject to any conditions precedent or other contingencies related to the funding obligations of the parties thereunder (including pursuant to any flex provisions in the related fee letter or otherwise) to make the full amount of the Debt Financing immediately prior to available at the Closing, or any contingencies that would permit the parties thereto to reduce the amount of the Financing, other than as expressly set forth therein. As of the date hereof, there are no side letters, arrangements or other Contracts to which Acquiror or any of its Subsidiaries is a party which could reasonably be expected to adversely affect the availability of the Financing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise(and the related fee letter).

Financing. (a) Parent has delivered ▇▇▇plier agrees to the Company a true and complete copy of a fully executed commitment letter (provide financing to those Customers listed in Exhibit E, Appendix 1, together with any term sheet relating thereto), dated as the amounts of the date of their individual facilities for up to [Confidential Portion Omitted] in aggregate Purchases under this Agreement pursuant to Lease Purchase Agreements substantially in the form of Exhibit E, Appendix 2 in the case of all Customers under common control with TeleWest; substantially in the form of Exhibit E, Appendix 3 in the case of Birmingham Cable Limited and Cable London plc; and substantially in the form of Exhibit E, Appendix 4 in the case of Windsor Television Limited. Supplier also agrees to provide financing: 1) to United Artists (as amended or replaced Scotland) Venture and United Artists (Cotswolds) Limited, to a combined facility of up to [Confidential Portion Omitted] in aggregate Purchases under this Agreement pursuant to Lease Purchase Agreements substantially in the form of Exhibit E, Appendix 5; 2) to Telecential, substantially in the form of Exhibit E, Appendix 6; and 3) BELL CABLEMEDIA PLC NORTHERN REGION substantially in the form of ▇▇▇▇bit E appendix 7. The relevant financing agreement shall be entered into by Supplier and Customer that elects to finance any Purchases prior to such Customer placing its initial Order hereunder. In the event that a Customer elects to finance Purchases in accordance with Section 5.3 hereofsuch Lease Purchase Agreement, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together Supplier shall issue invoices for such Purchases in accordance with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”)Clause 2.7, except that such invoices shall be for the numerical feesfull amount due, pricing and other commercially sensitive numbers and provisions specified such invoices shall be deemed to be paid upon inclusion of the amounts covered thereby in any such Fee Letter (including any provisions relating an Equipment Schedule under a Lease Purchase Agreement. The financing of Purchases pursuant to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions a Lease Purchase Agreement shall be without prejudice to the obligation rights of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to Customer under this Agreement or in connection with the Transactionsrespect to such Purchases, including the Mergerwithout limitation Customer's right not to accept non-conforming Purchases. CLAUSE 2.48, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due is hereby amended to add Comcast and payable in connection with, or Cambridge as a result of, the Transactions, including the Merger and payment of parties to be notified with all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of correspondence required under this Agreement, is a valid to alter reference to Encom and binding obligation of Parent Jones to BCM and enforceable against it in accordance with its terms, and, to the Knowledge of Parent alter reference to Supplier's registered name ▇▇ ▇ortel Limited now stated as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.follows:

Financing. (a) Parent Merger Sub has delivered received, accepted and agreed to, and paid, to the Company extent due, all applicable commitment fees for, (1) a true valid and complete copy of a fully executed binding commitment letter from certain lenders (together with any term sheet relating theretothe "DEBT FINANCING COMMITMENT LETTER"), dated as of committing them to provide debt financing for the date of transactions contemplated by this Agreement (as amended or replaced to Merger Sub in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedan aggregate amount of $545,000,000.00, subject to the terms and conditions set forth thereintherein (such debt financing, the "DEBT FINANCING") and (2) a valid, binding and irrevocable commitment letter from certain equity investors (the "EQUITY FINANCING COMMITMENT LETTER"), committing them to lend provide equity financing to Merger Sub in the amounts set forth therein for amount of $255,000,000.00, subject to the purposes terms and conditions set forth therein (such equity financing, the “"EQUITY FINANCING" and together with the Debt Financing”, the "FINANCING"), and, in the case of the Equity Financing Commitment Letter, naming Seller as a third-party beneficiary thereof. Parent True and complete copies of the Debt Financing Commitment Letter and Equity Financing Commitment Letter are attached hereto as Exhibit F and Exhibit G, respectively. Buyer has also delivered to the Company Seller a true and complete copies copy of any each fee letter entered into referred to in the Debt Financing Commitment Letter; PROVIDED that the amount of fees payable by Buyer and Merger Sub pursuant to such fee letters and certain other terms has been redacted therefrom. The aggregate proceeds of the Financing, together with cash and cash equivalents otherwise available to Merger Sub and the Surviving Corporation after the Closing Date Dividend and the Closing, will be sufficient to (i) pay the Merger Consideration, (ii) provide the Surviving Corporation with sufficient working capital and (iii) pay all fees and expenses of Buyer and its Affiliates (including, after the Closing Date, the Surviving Corporation) incurred in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, transactions contemplated by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, neither Buyer nor Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure is aware of any condition fact or circumstance that would indicate it will not be able to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming satisfy the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Financing Commitment Letter or otherwiseand the fee letters referred to therein.

Financing. (a) Parent DT and MetroPCS shall consult with each other and mutually cooperate in good faith to effect the MetroPCS Finance Transactions. (b) Prior to or on the Closing Date, unless an alternative structure shall have been agreed by the Parties in good faith, (i) DT shall cause TMUS and its Subsidiaries to assign, and DT or one of its Subsidiaries designated by DT shall assume and procure the release of TMUS and its Subsidiaries from all obligations under, all Intercompany Indebtedness owed by TMUS and its Subsidiaries to DT or one of its Subsidiaries (other than TMUS and its Subsidiaries) (which has delivered an aggregate principal amount of approximately $14.4 billion as of the date hereof), including any accrued interest thereon and all other amounts payable by, and other obligations (including contingent obligations) of, TMUS and its Subsidiaries thereunder and all related documentation, in exchange for an obligation of TMUS to disburse to DT or one of its Subsidiaries designated by DT the Company a true principal amount of and complete copy all accrued interest on the Intercompany Indebtedness so assumed and all other amounts payable by, and other obligations (including contingent obligations) of, TMUS and its Subsidiaries thereunder and all related documentation; (ii) DT shall cause TMUS to issue and deliver to DT or one of a fully executed commitment letter its Subsidiaries designated by DT, and DT shall purchase or cause such designated Subsidiaries to purchase, notes in the aggregate principal amount of $15,000,000,000 (together with any term sheet relating theretoAdditional DT Notes issued pursuant to Section 4.13(c) below, the “DT Notes”), dated which shall have, and be issued pursuant to an indenture containing, the terms set forth on Exhibit F and Exhibit G, respectively, and otherwise reasonably acceptable to DT and MetroPCS, in exchange for an obligation of DT or one of its Subsidiaries to disburse to TMUS an amount equal to the aggregate principal amount of such DT Notes; (iii) DT or one of its Subsidiaries designated by DT shall have an obligation to pay TMUS an amount equal to the excess, determined on an arm's length basis (as reasonably determined by TMUS and DT taking into account the respective interest rates, maturity profile and other relevant factors and supported by an investment bank fair market value analysis), of the date fair market value of this Agreement (A) the portion of the DT Notes having an aggregate principal amount equal to the amount of the Intercompany Indebtedness assumed by DT or one of its Subsidiaries over (B) the Intercompany Indebtedness assumed by DT or one of its Subsidiaries; and (iv) TMUS and DT or one of its Subsidiaries designated by DT shall set off the payment obligations described in clauses (i), (ii) and (iii) against each other and TMUS shall distribute as amended a dividend to Holding, prior to the Closing Date, the net receivable resulting from such setoff. As of 12:01 a.m., prevailing Eastern Time, on the Closing Date, there shall be no Intercompany Indebtedness outstanding owed by TMUS and its Subsidiaries to DT or replaced one of its Subsidiaries (other than TMUS and its Subsidiaries), the DT Notes shall be issued and outstanding, and DT shall have no further obligation to disburse to TMUS all or any portion of the purchase price of the DT Notes. (c) DT shall cause TMUS to issue and deliver to DT or one of its Subsidiaries designated by DT, and DT shall purchase or cause such designated Subsidiaries to purchase, additional notes (“Additional DT Notes”) which shall have, and be issued pursuant to an indenture containing, the terms, set forth on Exhibit G in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in on Exhibit I. In connection with the Debt Commitment Letter foregoing, TMUS shall pay to DT, in U.S. dollars in immediately available funds, such applicable fees as are set forth on Exhibit I (and, except as set forth on Exhibit I any such fee letter, a “Fee Letter”), except that the numerical fees, pricing fees shall not be refundable for any reason whatsoever and other commercially sensitive numbers and provisions specified shall be in any such Fee Letter (including any provisions relating addition to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable to DT pursuant to this Agreement or otherwise in connection with the TransactionsTransaction). (d) DT and TMUS shall, including the Merger, by Parent or Merger Sub and shall cause each issuer of DT Notes or any obligations Affiliate of DT that holds any DT Notes to, enter into an agreement at or prior to the Surviving Corporation Closing reflecting the terms set forth on Exhibit J. (e) On or prior to the Closing Date, DT shall cause TMUS to enter into and cause to become effective the TMUS Working Capital Facility with DT or one of its Subsidiaries designated by DT. (f) From and after the date hereof until the Closing Date, and without limiting any other rights of MetroPCS or its Subsidiaries that become due and payable in connection withhereunder, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may MetroPCS shall be permitted by Section 5.3. The Debt Commitment Letter, to offer and sell the Permitted MetroPCS Notes on the terms described in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwisedefinition thereof.

Financing. (a) Concurrently with the execution of this Agreement, Parent has delivered to the Company a true and complete copy copies of a fully the duly executed (a) debt commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement hereof, among the Debt Financing Sources party thereto and Parent (as amended or replaced in accordance with Section 5.3 hereofincluding all exhibits, schedules, annexes, supplements, joinders and amendments thereto, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions true and the parties to any joinder agreementscomplete copies of executed fee letters (including all exhibits, indentures or credit agreements entered pursuant thereto or related schedules, annexes and amendments thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Fee Letters”); provided that provisions in the Fee Letters related solely to fees, market “flex” terms and other economic and commercially sensitive terms may be redacted, so long as such redactions do not cover terms that would adversely affect the amount, the conditionality, availability or termination of any portion of Debt Financing Sources” required to satisfy the Funding Obligations at Closing, pursuant to which, and eachsubject to the terms and conditions therein, the Debt Financing Sources have committed to lend the amounts set forth therein to Parent for the purpose of funding a portion of the Contemplated Transactions (the “Debt Financing”), and (b) an equity commitment letter from the Equity Investors, dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto as of the date of this Agreement, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing SourceCommitments”) ), pursuant to which the Guarantors have committed, subject to the terms and conditions set forth therein, to lend invest the amounts set forth therein for the purposes set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). Parent has also delivered ; provided that fee amounts set forth in the Fee Letters may be redacted in a customary manner so long as none of the redacted terms would (a) reduce the amount of the Debt Financing below the amount that, together with Parent’s other available sources of funding that will be available at the Closing, is required to satisfy the Funding Obligations at Closing, (b) impose any new condition or otherwise adversely amend, modify or expand any conditions precedent to the Company true Debt Financing that would materially delay, materially impede or prevent the Closing from occurring or (c) materially and complete copies adversely affect the enforceability or termination of, materially impair the validity of, or prevent or materially delay the consummation of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that Financing at the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redactedClosing. (b) Assuming The Equity Commitment Letter provides, and will continue to provide, that the conditions Company is an express third-party beneficiary of, and is entitled to enforce the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or Equity Commitment Letter in connection accordance with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) terms thereof. The Debt Commitment Letter is Financing Commitments are in full force and effect and has not been withdrawnare legal, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation obligations of Parent and enforceable against it in accordance with its termsMerger Sub (as applicable), and, to the Knowledge of Parent as and Merger Sub, each of the date of this Agreementother parties thereto, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its termstheir respective terms against Parent and Merger Sub and against each of the other parties thereto, in each as the case may be, subject to the General Enforceability Exceptions. There are no side letters The Financing Commitments, and the respective commitments or other Contracts obligations thereunder, have not been withdrawn, terminated, reduced, repudiated, rescinded, amended, supplemented or arrangements (except for modified, in any Fee Letters respect, and, to the Knowledge of Parent and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes Merger Sub with respect to the other parties to the Financing Commitments, assuming the satisfaction of the conditions set forth in Article VI, no such withdrawal, termination, reduction, repudiation, rescission, amendment, supplement or modification is contemplated by any party thereto (other than, in the case of the Debt FinancingCommitment Letter and the Fee Letters, customary supplements and/or joinders of additional Debt Financing Sources to become party thereto). As of the date of this Agreement, neither Parent nor Merger Sub has, nor, to the Knowledge of Parent and Merger Sub, has any other party to the Financing Commitments, committed any breach of the performance, observance or fulfillment of any covenants, conditions or other obligations set forth in, or is in default of any provision under, any of the Financing Commitments that would reasonably be expected to adversely impact the availability of the Financing in an amount sufficient to satisfy the Funding Obligations, and, to the Knowledge of Parent and Merger Sub, no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, could would or would reasonably be expected to (i) constitute or result in a breach or default or breach of any provision on the part of ParentParent and Merger Sub, Merger Sub or, to the Knowledge of ParentParent and Merger Sub, any Debt Financing Source, other Person under any term of the Debt Commitment Letter Financing Commitments that would reasonably be expected to adversely impact the availability of the Financing in an amount sufficient to satisfy the Funding Obligations, (ii) constitute or result in a failure of Parent and Merger Sub, or, to the Knowledge of Parent and Merger Sub, any other Person to satisfy, or materially delay in satisfaction of, any of the terms or conditions or other contingencies set forth in any of the Financing Commitments in a manner that would reasonably be expected to adversely impact the availability of the Financing in an amount sufficient to satisfy the Funding Obligations or (iii) otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby required to be unavailable satisfy the Funding Obligations at Closing not being available on a timely basis, and in any event, not later than the Closing. Assuming As of the date of this Agreement, assuming the satisfaction of the conditions precedent set forth in Article VI and completion of the Marketing Period, neither Parent nor ▇▇▇▇▇▇ Sub has any reason to believe (after giving effect to any market “flex” provisions contained in the Fee Letters) that it will be unable to satisfy, on a timely basis (and in any event not later than the Closing), any term or condition to be satisfied by it (or otherwise within Parent’s, or the Company’s control) contained in the Financing Commitments or that the full amounts committed pursuant to the obligation Financing Commitments required to consummate the Contemplated Transactions will not be available as of the Closing, in each case, if the terms or conditions to be satisfied by it (or otherwise within Parent’s, the Company’s, or any of their respective Representatives’ or Affiliates’ control) contained in the Financing Commitments are satisfied. As of the date of this Agreement, there are no conditions precedent or other contingencies or conditions required to be satisfied in order for the Financing to be funded in an amount sufficient to satisfy the Funding Obligations other than those conditions expressly set forth in the Financing Commitments, and, to the Knowledge of Parent and Merger Sub Sub, there are no other letters, contracts, agreements, arrangements or understandings (whether written or oral) that could reasonably be expected to consummate adversely impact the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt availability of the Financing Source would be unable in an amount sufficient to satisfy on a timely basis any term or condition the Funding Obligations, other than as expressly set forth in the Financing Commitments. (c) As of the Debt Commitment Letter required to be satisfied by such Person. date of this Agreement, Parent or Merger Sub (or any of their Affiliates) has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter Financing Commitments to be paid on or before the date of this Agreement, and will, subject to the completion of the Closing, pay in full any such amounts due on or before the Closing Date. Parent acknowledges and agrees that there are no Assuming satisfaction of the conditions precedent set forth in Article VI, the Financing constitutes all of the financing required for Parent and Merger Sub to consummate the Contemplated Transactions and is sufficient in amount to provide Parent and Merger Sub with the funds necessary for Parent and Merger Sub to consummate the Contemplated Transactions and to satisfy their obligations under this Agreement or other contingencies otherwise in connection with the Contemplated Transactions, including for Parent to pay (or cause to be paid) the aggregate amounts payable by Parent pursuant to Article II and the payment of all fees, costs and expenses required to be paid by Parent related to the funding Contemplated Transactions, including such fees, costs and expenses required to be paid by Parent or Merger Sub in order to consummate the Financing in an amount sufficient to satisfy the foregoing payment obligations and to repay the Payoff Indebtedness (collectively, the “Funding Obligations”). (d) Neither Parent nor Merger Sub is aware of any direct or indirect limitation or other restriction on the full amount ability of any bank, investment bank or other potential provider of the Debt Financing immediately prior or Equity Financing (including the Debt Financing Sources) from providing or seeking to provide debt or equity financing or financial advisory services to any Person, in each case, in connection with a transaction relating to the ClosingCompany and the Company Subsidiaries, other than as expressly set forth including the Contemplated Transactions. Notwithstanding anything contained in this Agreement to the Debt Commitment Letter. For the avoidance contrary, each of doubt, Parent and Merger Sub acknowledge acknowledges and agree affirms that their respective it is not a condition to the Closing or to any of its obligations hereunder, including their obligations to consummate the Transactions, are not subject to, under this Agreement that Parent or conditioned on, receipt Merger Sub obtains any Financing for any of the debt financing under the Debt Commitment Letter or otherwiseContemplated Transactions.

Financing. (a) Parent has delivered On the Closing Date, the Purchasers will have sufficient funds available to deliver the cash portion of the Adjusted Base Purchase Price to the Company Sellers and consummate the transactions contemplated by this Agreement, including the timely satisfaction of the Assumed Liabilities. (b) The Purchasers have advised the Sellers that Purchasers have received (i) a true and complete copy of a fully executed commitment letter (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), relating to the provision of a senior credit facility (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement, and (ii) an equity commitment letter (the “Equity Commitment Letter” and together with the Debt Commitment Letter, the “Financing Commitments Letters”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, thereof the investor named therein has committed to lend invest the amounts set forth therein for the purposes amount set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). Parent has also delivered The respective commitments contained in the Financing Commitment Letters have not been withdrawn, modified or rescinded in any respect prior to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations Effective Date. As of the Surviving Corporation or its Subsidiaries that become due and payable in connection withEffective Date, or as a result of, each of the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Financing Commitment Letter Letters is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptionseffect. There are no side letters or other Contracts or arrangements conditions precedent (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating including pursuant to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies “flex” provisions) related to the funding of the full amount of the Debt Financing immediately prior to the ClosingFinancing, other than as expressly set forth in the Debt Financing Commitment LetterLetters. For Subject to the avoidance of doubt, Parent terms and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt conditions of the debt financing Financing Commitment Letters, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letters will be sufficient for the Purchasers to pay the cash portion of the Adjusted Base Purchase Price and to pay all related fees and expenses pursuant hereto and the Ancillary Documents. As of the Effective Date, 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), in each case, on the part of Purchasers under the Debt Financing Commitment Letter Letters or otherwiseany other party to the Financing Commitment Letters, and the Purchasers do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Purchasers on the Closing Date. The Purchasers have fully paid all commitment fees or other fees required to be paid prior to the Effective Date pursuant to the Financing Commitment Letters.

Financing. (a) Parent has delivered to the Company a true and complete copy of a fully executed commitment letter (together with any term sheet relating thereto)copies, dated as of the date of this Agreement Agreement, of (i) a debt commitment letter, dated March 11, 2021, between Parent and China Merchants Bank Co., Ltd., as amended or replaced in accordance with Section 5.3 hereof, the original lender (the “Lender”) (including all schedules thereto) (the “Debt Commitment Letter”), ) pursuant to which the financial institutions party thereto (together with any other entities that have committed Lender has agreed to provide or arrange or otherwise entered into agreements a term loan to Parent in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes aggregate amount set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection ” and, together with the Debt Commitment Letter (any such fee lettertransactions contemplated under the “Rollover Securities” article of the Support Agreement, a the “Fee LetterFinancing”), except subject to the terms and conditions therein, the proceeds of which shall be used to finance the consummation of the Merger and the other transactions contemplated by this Agreement, and (ii) the Support Agreement. The Support Agreement provides that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redactedCompany is a third-party beneficiary for purposes of enforcing the Support Agreement. (b) The Debt Commitment Letter and the Support Agreement are in full force and effect as of the date hereof and are the legal, valid and binding obligations of Parent and of the other parties thereto in accordance with the terms and conditions thereof, subject to the Bankruptcy and Equity Exception. Assuming (A) the Debt Financing is funded in accordance with the Debt Commitment Letter, (B) the cancellation of the Rollover Securities and other transactions contemplated by the Support Agreement are consummated in accordance with the terms of the Support Agreement, and (c) the satisfaction of the conditions to the obligation obligations of Parent and Merger Sub to consummate the Merger have been satisfied as set forth in Section 7.1 and Section 7.2 or waivedthe waiver of such conditions, at the Closing Parent will have at and after the Closing funds sufficient available funds for the payment to pay the Merger Consideration Paying Agent of the aggregate amount of the Exchange Fund and any other amounts payable pursuant required to this Agreement or be paid in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations consummation of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) other transactions contemplated hereby. The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to Parent on the terms therein. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters letter or other oral or written Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, which Parent or any of its Affiliates is a party other than (i) as expressly set forth in the Debt Commitment LetterLetter and (ii) customary engagement letters. For the avoidance of doubt, Parent and or Merger Sub acknowledge has fully paid any and agree all fees, if any, that their respective obligations hereunder, including their obligations are payable on or prior to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing date hereof under the Debt Commitment Letter and will pay when due all other fees arising under the Debt Commitment Letter as and when they become due and payable thereunder. (c) As of the date of this Agreement, (i) neither the Support Agreement nor the Debt Commitment Letter have been amended or otherwisemodified, and none of the respective commitments contained in the Support Agreement or the Debt Commitment Letter have been withdrawn or rescinded, (ii) the Support Agreement and the Debt Commitment Letter are in full force and effect, and (iii) no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Support Agreement or the Debt Commitment Letter by Parent. As of the date of this Agreement, Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent at the Effective Time.

Financing. (a) Parent has delivered to the Company a true complete and complete copy correct copies of a fully (i) the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, from Sponsor (the “Debt Equity Commitment Letter”), pursuant ) to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedprovide, subject to the terms and conditions set forth therein, to lend financing in the amounts aggregate amount set forth therein for (the purposes “Equity Financing”), and (ii) the executed commitment letter and the Redacted Fee Letter, each dated as of the date hereof, from General Electric Capital Corporation, GE Capital Markets, Inc. and Jefferies Finance LLC (collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Commitments”) to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date hereof, none of the Financing Commitments has been amended or modified, no such amendment or modification is presently contemplated, and the respective obligations and commitments contained in such letters have not been withdrawn or rescinded in any respect. Parent or Sub has also delivered to the Company true fully paid any and complete copies of any fee letter entered into all commitment fees or other fees in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except Financing Commitments that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms are payable on or similar concepts) may have been redacted. (b) Assuming the conditions prior to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waiveddate hereof, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactionsand, including the Merger, by Parent or Merger Sub or any obligations as of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result ofdate hereof, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is Financing Commitments are in full force and effect and has not been withdrawnare the valid, rescinded or terminated or otherwise amendedbinding and enforceable obligations of Parent and Sub, supplemented or modified subject to the Enforceability Exception, and (in any respect, except as may be permitted by Section 5.3. The the case of the Debt Commitment LetterLetter only, to the knowledge of Parent and Sub) the other parties thereto. Assuming the satisfaction of the conditions to Parent’s obligation to consummate the Offer and/or the Merger (as applicable), the net proceeds of the Financing if funded in accordance with the Financing Commitments are, in the form delivered aggregate, sufficient for Sub and the Surviving Corporation to pay the Offer Price in respect of each share of Company prior Common Stock validly tendered and accepted for payment in the Offer, the aggregate Merger Consideration, all amounts required to the execution of this Agreementbe paid pursuant to Section 3.04, is a valid and binding obligation of Parent all fees and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect expenses directly related to the Debt FinancingFinancing required to be paid by Parent, Sub and the Surviving Corporation. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Merger Sub or Sponsor (in the case of Parent and Sponsor, only with respect to the Equity Commitment Letter) under the Financing Commitments or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation knowledge of Parent and Merger Sub to consummate the Merger have been satisfied or waivedSub, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition other party thereto. As of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. , neither Parent acknowledges and agrees nor Sub has any reason to believe that there are no any of the conditions precedent or other contingencies related to the funding of Financing will not be satisfied or that the full amount of the Debt Financing immediately prior will not be available to Parent or Sub on the date of the Closing. The Financing Commitments contain all of the conditions precedent to the Closing, other than as expressly set forth obligations of the parties thereunder to make the full amount of the Financing available to Parent on the terms in the Debt Commitment LetterFinancing Commitments. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt As of the debt financing under date of this Agreement, there are no side letters or other agreements, arrangements or understandings, to which Parent or Sub or any of their Affiliates is a party, that could increase the conditionality or reduce the amount of the Debt Commitment Letter or otherwiseFinancing.

Financing. (a) Parent As of the Effective Date, the Investor has delivered to the Company a and Americold true and complete copy correct copies of a fully executed commitment letter (together with any term sheet relating thereto)a) the Investor Equity Support, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”)Effective Date, pursuant to which the financial institutions investors party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, on the terms and subject to the terms and conditions set forth therein, to lend provide the amounts Equity Financing, which Investor Equity Support provides that Americold and the Company each is an express third-party beneficiary thereto, and (b) the executed Debt Commitment Letter, dated as of the Effective Date, and the Fee Letter pursuant to which the Debt Financing Parties party thereto have committed, on the terms and subject to the conditions set forth therein for therein, to provide to the purposes Investor or an Affiliate thereof the amount of debt financing described therein, the proceeds of which shall be used to, among other things, fund the Transaction. As of the Effective Date, except as set forth therein (in the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Financing Commitment Letter (any such fee letterLetters, a “Fee Letter”), except that the numerical fees, pricing and there are no conditions precedent or other commercially sensitive numbers and provisions specified in any such Fee Letter contingencies (including any provisions relating to “flex” terms or similar conceptsprovisions applicable thereto) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation parties thereto to fund the full amounts contemplated by the Financing. There are no side letters or its Subsidiaries that become due other agreements related to the funding of the Financing other than as set forth in the Financing Commitment Letters and payable in connection withno such side letters or other agreements are contemplated. As of the Effective Date, or as each Financing Commitment Letter has been duly executed and delivered by, and is a result legal, valid and binding obligation of, the TransactionsInvestor and, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt knowledge of the Investor, each other party thereto. As of the Effective Date, each Financing Commitment Letter is in full force and effect against Investor and, to the Investor’s Knowledge, against each other party thereto and is the valid, binding and enforceable obligation of Investor and, to the Investor’s Knowledge, each other party thereto and has not been withdrawn, rescinded terminated, rescinded, amended or terminated modified. All commitment and other fees required to be paid under the Financing Commitment Letters on or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt FinancingEffective Date have been timely paid. As of the date Effective Date, assuming the satisfaction of the conditions set forth in Section 5.1, the Investor has no reason to believe that the terms or conditions precedent required to be satisfied by it pursuant to any Financing Commitment Letter or in connection with the Transaction will not be met on a timely basis or that all or any portion of the Financing will be unavailable on the Closing Date. The aggregate proceeds of the Financing contemplated to be funded at Closing in accordance with the Debt Letters and the Investor Equity Support, if and when funded, will be sufficient for the Investor to fund payment of (x) an amount equal to the Contribution Amount and (y) the other payments required to be made by or on behalf of the Investor at the Closing under this Agreement. The Investor understands, acknowledges and agrees that the obligations of the Investor under this Agreement, no including its obligations to consummate the Transaction, are not in any way contingent upon or otherwise subject to the Investor’s consummation of any financing arrangement or the obtaining of any financing or the availability, grant, provisions or extension of any financing to the Investor. (b) (x) No event has occurred which, that (with or without notice, lapse of time or both, ) could constitute a default default, breach or breach on failure to satisfy a condition by Investor or any other party thereto under the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term terms and conditions of the Debt Commitment Letter Investor Equity Support or would otherwise reasonably be expected to result in the failure of any condition to the Debt Financing or any portion of the Debt Equity Financing contemplated thereby to be unavailable at the Closingunavailable. Assuming the conditions Investor has paid, or caused to the obligation of Parent be paid, in full any and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter all fees required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by pursuant to the Debt Commitment Letter to be paid terms of the Investor Equity Support on or before the date of this Agreementhereof, and will pay, or cause to be paid, in full any such amounts due on or before the Closing Date. Parent Investor acknowledges and agrees that there its obligations under this Agreement are not in any way contingent or otherwise subject to (i) the consummation of any financing arrangements or obtaining any financing (including the Equity Financing) or (ii) the availability of any financing (including the Equity Financing) to Investor or any of their respective Affiliates. The Investor Equity Support has not, in any respect, been amended, restated, amended and restated, supplemented, withdrawn or otherwise modified and none of the commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect by any party thereto, and, no conditions precedent such amendment, restatement, amendment and restatement, supplementation, withdrawal, termination, reduction, rescission or other contingencies related modification is contemplated. There is no (A) fact, occurrence, circumstance or condition that would reasonably be expected to cause the Investor Equity Support to terminate or be withdrawn, modified, repudiated or rescinded or to be or become ineffective or (B) fact, occurrence, circumstance or condition that would reasonably be expected to prevent the Investor from performing its obligations under the Investor Equity Support or cause any other potential impediment to the funding of the full amount any of the Debt Financing immediately payment obligations of the Investor under the Investor Equity Support at or prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. (a) Parent has delivered Purchaser agrees to use its good faith efforts to obtain a loan having a principal amount of at least Thirty Five Million Five Hundred Seventy Three Thousand Two Hundred Fifty and No/100 Dollars ($35,573,250.00) or such lesser amount as requested by Purchaser. No later than April 13, 2009, Purchaser agrees to (i) submit to its prospective lender (“Lender”) a loan application (the Company a true “Preliminary Commitment”), (ii) submit to Lender any and complete copy all supplemental materials, documents and exhibits required as part of a fully executed commitment letter complete loan application package to Lender and (together with iii) agrees to pay any term sheet relating theretoand all required application fees or other applicable fees to Lender then due and payable. Purchaser agrees that all third party reports required by Lender, which may include an appraisal, environmental report, engineering report, or other third-party reports, shall be promptly submitted on behalf of Purchaser to Lender. (b) On or before April 13, 2009 (the “Rate Lock Date”), dated Purchaser shall use its good faith efforts to execute a “spread lock agreement” or “rate lock agreement,” as of the date of this Agreement applicable (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment LetterRate Lock Agreement”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions loan amount set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters Preliminary Commitment or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to a principal amount less than that specified in the Debt FinancingPreliminary Commitment (if such lesser amount is agreed to by Purchaser). As of the date of this AgreementIf Purchaser, no event has occurred whichfor any reason whatsoever, fails to agree with or without notice, lapse of time or both, could constitute a default or breach Lender on the part final terms of Parentsuch Rate Lock Agreement by the Rate Lock Date, Merger Sub orthen Purchaser may terminate this Agreement by sending written notice of such termination to Seller on or before the Rate Lock Date. If, on or before the Rate Lock Date, Purchaser (y) has executed the Rate Lock Agreement pursuant to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result loan amount set forth in the failure of any condition Preliminary Commitment or with respect to a principal amount less than that specified in the Debt Financing or any portion of the Debt Financing contemplated thereby Preliminary Commitment (if such lesser amount is agreed to be unavailable at the Closing. Assuming the conditions to the obligation of Parent by Purchaser) and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub (z) has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all required commitment fees or other applicable fees required to Lender then due and payable, but Purchaser fails to obtain the loan with a principal amount of at least Thirty Five Million Five Hundred Seventy Three Thousand Two Hundred Fifty and No/100 Dollars ($35,573,250.00) or such lesser amount as requested by Purchaser in the Debt Commitment Letter Rate Lock Agreement and without changes to be paid the business terms set forth in the Rate Lock Agreement or to the formula for determining the interest rate or spread, as applicable, set forth in the Rate Lock Agreement (provided such failure is not due to a default by Purchaser under the Rate Lock Agreement), then Purchaser shall have the right to (i) waive such condition in its sole discretion and proceed to Closing, (ii) extend the Closing Date until May 13, 2009 by giving written notice to Seller on or before April 27, 2009 (provided Purchaser shall retain the right to elect option (i) or (iii) herein if Purchaser fails to obtain the aforesaid loan prior to the extended Closing Date) or (iii) terminate this Agreement by written notice to Seller on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment LetterClosing Date. For the avoidance of doubt, Parent if Lender changes the formula for determining the interest rate or spread, as applicable, set forth in the Rate Lock Agreement, then Purchaser shall have the right to exercise its rights under the foregoing sentence. Upon any valid termination under this Section 1.8(b), Escrow Agent shall promptly refund the ▇▇▇▇▇▇▇ Money to Purchaser and Merger Sub acknowledge and agree that their respective the parties shall have no further rights, duties or obligations hereunder, including their obligations other than those which are expressly provided herein to consummate survive the Transactionstermination of this Agreement. In the event Purchaser does not take the actions described in clauses (y) and (z) above prior to the Rate Lock Date, are not subject to, or conditioned on, receipt of then Purchaser shall be deemed to have waived the debt financing condition set forth in this Section 1.8 and shall have no right terminate the Agreement under the Debt Commitment Letter or otherwise.this

Financing. As further consideration for the Acquisition, BRGO has agreed to provide Acquisition Sub with certain financing, as follows (a) Parent has delivered to upon the Company a true and complete copy of a fully executed commitment letter (together with any term sheet relating thereto), dated as signing of the date Letter of Intent that preceded this Acquisition Agreement, BRGO provided loans to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ for the benefit of ▇▇▇▇▇▇▇▇▇▇.▇▇▇ in the amounts of $50,000 on January 22, 2021, $35,000 on January 27, 2021, and $50,000 on February 5, 2021, which were used to pay some of the most pressing of Aphrodite’s Liabilities of as evidenced by the three promissory notes set forth on Schedule “H” herein (b) and upon the signing of this Acquisition Agreement, BRGO or its investors will provide equity financing of $615,000 for the benefit of Acquisition Sub, (for which BRGO shall enter into a certain Securities Purchase Agreement, Convertible Promissory Note, Warrant, Guaranty, Security Agreement and Registration Rights Agreement (as amended or replaced in accordance with Section 5.3 hereoftogether, the “Debt Commitment LetterBRGO Transaction Documents”), pursuant all of which are subject to the Equity Conditions as defined above) (the “Initial Financing”) which will be used to pay for (i) partial extinguishing the financial institutions party thereto Assumed Liabilities set forth in Schedule “B” hereto, and (together with any other entities that have committed to provide or arrange or otherwise entered into agreements ii) expenses in connection with the Debt Financing or other financings Acquisition and the Audit of Acquisition Sub; (c) and following the Closing of the Acquisition, BRGO will facilitate a second equity financing for the benefit of the Acquisition Sub in the amount of an additional $750,000, which shall take place following the effective date of BRGO’s new S-1 Registration Statement (the “Second Financing”), and such funds shall be utilized, in part, to pay for (i) extinguishing the Assumed Liabilities set forth in Schedule “B” hereto, and (ii) the expenses incurred in connection with the Transactions Acquisition and the parties to any joinder agreementsAudit of Acquisition Sub and (d) following the Closing, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectivelyBRGO will raise an additional $3,500,000, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein proceeds of which will be used for the purposes set forth therein Acquisition Sub, by the sale of shares of common stock of BRGO, pursuant to an S-1 Registration Statement (the “Debt Additional Financing”). Parent has also delivered It is anticipated that the Additional Financing will be consummated in tranches over the twelve (12) months following the Closing; provided that the first tranche of the Additional Financing will be at least $750,000, and will be provided to the Company true Acquisition Sub within 60 days after BRGO’s new S-1 Registration Statement is declared effective by the SEC. As noted on Schedule D and complete copies of any fee letter entered into in connection with Schedule E herein, the Debt Commitment Letter (any such fee letterforegoing financing, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including the loans shown on Schedule H, the Initial Financing, the Second Financing and the Additional Financing) totals $5,000,000, and any provisions relating financing provided to “flex” terms or similar concepts) may have been redacted. (b) Assuming Acquisition Sub, which exceeds the conditions $5,000,000 total detailed in this Section 2.2.1 herein, shall be added to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly Gross Revenue benchmarks set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent on Schedule D and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseSchedule E herein.

Financing. (ai) Assuming the accuracy of the representations and warranties set forth in Section 5.1(b)(i) and performance by the Company of its obligations under this Agreement, the amount of funds contemplated to be provided pursuant to the Financing Letters (as defined below), together with Company cash and cash equivalents, are expected to be sufficient, if funded, to (A) pay the aggregate Per Share Merger Consideration and any other repayment or refinancing of Indebtedness contemplated by this Agreement or the Financing Letters, (B) pay any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Financing, and (C) satisfy all of the other payment obligations of Parent, Merger Sub and the Surviving Corporation contemplated hereunder. (ii) Parent has delivered to the Company a true true, complete and complete correct copy of a fully (A) the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, among Parent, Merger Sub, TPG Partners V, L.P., TPG Partners VI, L.P. and CPP Investment Board Private Holdings Inc. (the “Debt Commitment Equity Financing Letter”), pursuant to which the financial institutions investors party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions thereof, to invest the cash amounts set forth thereintherein (the “Equity Financing”) and (B) the executed commitment letter, dated as of the date hereof, among Parent, Merger Sub and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., ▇▇▇▇▇▇▇ Sachs Lending Partners LLC and GSLP I Offshore Holdings Fund A, L.P., GSLP I Offshore Holdings Fund B, L.P., GSLP I Offshore Holdings Fund C, L.P. and GSLP I Onshore Holdings Fund, L.L.C. (the “Debt Commitment Letter” and, together with the Equity Financing Letter, the “Financing Letters”), pursuant to which the lenders party thereto have committed, subject to the terms thereof, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (biii) Assuming the conditions to the obligation The Financing Letters are (A) legal, valid and binding obligations of Parent and Merger Sub to consummate the Merger have been satisfied or waivedSub, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its termsapplicable, and, to the Knowledge knowledge of Parent, each of the other parties thereto and (B) enforceable in accordance with their respective terms against Parent and Merger Sub, as applicable, and, to the knowledge of Parent, each of the other parties thereto, in each case except as such enforceability may be limited by the Bankruptcy and Equity Exception. Prior to the date hereof, none of the Financing Letters has been amended or modified, and as of the date of this Agreement, is a valid hereof the respective obligations and binding obligation against each Debt commitments contained in the Financing Source and enforceable against each Debt Financing Source Letters have not been withdrawn or rescinded in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financingrespect. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result Letters are in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closingfull force and effect. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in the Financing immediately Letters. Assuming the accuracy of the representations and warranties set forth in Section 5.1 in all material respects, as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub, as applicable, or to the knowledge of Parent, any other parties thereto, under the Financing Letters. Assuming the accuracy of the representations and warranties set forth in Section 5.1(b) in all material respects and the performance by the Company of its obligations under this Agreement, as of the date hereof, Parent has no reason to believe that any of the conditions to the Financing contemplated in the Financing Letters will not be satisfied or that the Financing will not be made available to Parent and Merger Sub at or prior to the ClosingEffective Time. Except as set forth on Section 5.2(e) of the Parent Disclosure Schedule (the “scheduled documents”) and except for fee letters with respect to fees and related arrangements with respect to the Debt Financing, of which Parent has delivered a true, correct and complete copy to the Company prior to the date hereof (other than the scheduled documents and other than with respect to fee and other information in the form submitted to the Company on the date of this Agreement, but which scheduled documents, fee and other information do not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing), as of the date hereof there are no side letters or other agreements, Contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Debt Commitment LetterFinancing Letters and delivered to the Company prior to the date hereof. For As of the avoidance of doubtdate hereof, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject tohave fully paid, or conditioned oncaused to be fully paid, receipt 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 debt financing under the Debt Commitment Letter or otherwiseFinancing Letters.

Financing. Prior to the execution of this Agreement, Buyer has delivered to Seller true and complete copies of (a) Parent has delivered to the Company a true executed debt commitment letter, dated as of February 17, 2014, by and complete copy among Buyer, Bank of a fully America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (collectively, the “Lenders”; provided that in the event that additional lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed such debt commitment letter (together with any term sheet relating thereto), dated as of the date of this Agreement (are added as amended or replaced in accordance with Section 5.3 parties to such debt commitment letter after the date hereof, the term “Debt Commitment LetterLenders” shall include each such institution), and all exhibits, annexes and schedules thereto (the “Financing Commitment”), pursuant to which the financial institutions party thereto (together with any other entities that Lenders have committed agreed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedlend, subject to the terms and conditions set forth therein, to lend debt financing in the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered Assuming the conditions set forth in Sections 7.1 and 7.3 are satisfied at the Closing, the net proceeds contemplated by the Financing Commitment, together with other Buyer resources, will in the aggregate be sufficient for Buyer to pay the Company true and complete copies of any fee letter entered into Purchase Price, the Repayment Indebtedness, all other amounts required to be paid to Seller or on Seller’s behalf in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations consummation of the Surviving Corporation transactions contemplated by this Agreement. There are no conditions or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses other contingencies related to funding of the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, amount of the Financing other than those expressly set forth in the form Financing Commitment delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date delivery of this Agreement. Parent acknowledges and agrees that there are In no conditions precedent event shall the receipt or availability of any funds or financing (including the Financing) by or to Buyer or any of its Affiliates or any other contingencies related financing transaction be a condition to the funding any of the full amount obligations of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing Buyer under the Debt Commitment Letter or otherwisethis Agreement.

Financing. (a) Parent On the Closing Date, Buyer and Borrower will have the financial capability and sufficient funds available (through cash on hand, unrestricted cash available to it under existing credit agreements or otherwise) necessary to satisfy all of their respective payment obligations under this Agreement, on the terms and subject to the conditions set forth in this Agreement, including to enable (i) Borrower to contribute the proceeds of the Financing to Buyer and (ii) following such contribution, Buyer to make the Closing Payment, pay all other amounts to be paid or repaid by Buyer under this Agreement (whether payable on or after the Closing), and pay all of its and its Affiliates’ fees and expenses associated with the Transactions. ▇▇▇▇▇ affirms and agrees that it is not a condition to the Closing or to any of its obligations under this Agreement that it obtain financing for or related to any of the Transactions. (b) As of the Execution Date, (i) Buyer has received and delivered to the Company Seller a true true, correct and complete copy of a fully an executed commitment letter (together with any term sheet relating thereto), the “Equity Commitment Letter”) dated as of the date Execution Date from Buyer Parent committing, subject to (and only to) the terms and conditions expressly set forth therein, to provide equity financing (the “Equity Financing”) for the amounts set forth therein to Buyer and with respect to which Seller is an express third-party beneficiary and entitled to specifically enforce certain terms thereof and (ii) Borrower has received and delivered to Seller a true, correct, and complete copy of this Agreement an executed commitment letter (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) dated as of the Execution Date, by and between Borrower and the lender parties thereto (the “Lenders”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedwhich, subject to the terms and conditions set forth therein, the Lenders have committed to lend the amounts set forth therein for the purposes set forth therein provide debt financing contemplated thereby to Borrower (the “Debt Financing” and together with the Equity Financing, the “Financing”). Parent has also delivered ) for the purpose of Borrower contributing the proceeds of such Financing to Buyer to fund the Company true and complete copies of Transactions on the Closing Date, together with any fee letter entered into in connection with the Debt Commitment Letter Letter, customarily redacted as set forth therein (any such fee letterit being agreed that none of the terms of which that would adversely affect the amount (other than original issue discount or up-front fees that do not cause Buyer, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions upon funding pursuant to the obligation terms thereof and following receipt of Parent and Merger Sub such funds from Borrower, to consummate be unable to pay the Merger have been satisfied or waived, amounts payable by Buyer at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or and any fees and expenses required in connection with the Transactions, including the Merger, by Parent Debt Financing) or Merger Sub or any obligations availability of the Surviving Corporation or its Subsidiaries that become due and payable Debt Financing have been so redacted). Assuming satisfaction of the conditions set forth in connection with, or as a result ofArticle VII, the Transactionsamounts to be provided pursuant to the Commitment Letters will, including when funded pursuant to the Merger terms thereof and payment following the contribution of all such proceeds by Borrower to Buyer, be sufficient in the aggregate for Buyer, when required, to pay the amounts payable by Buyer at the Closing pursuant to this Agreement and any fees and expenses related to required in connection with the foregoingFinancing. (c) Seller is an express third-party beneficiary of the Equity Commitment Letter. The Equity Commitment Letter has been duly authorized and executed by ▇▇▇▇▇ and the other party thereto, and constitutes the valid, binding and enforceable obligation of Buyer and the other party thereto. The Debt Commitment Letter is in full force has been duly authorized and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted executed by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, ▇▇▇▇▇▇▇▇ and, to Buyer’s Knowledge, the Knowledge of Parent as of other party thereto, and constitutes the date of this Agreementvalid, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its termsobligation of Borrower and, in each case subject to Buyer’s Knowledge, the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financingparty thereto. As of the date of this AgreementExecution Date, no event has occurred which, with the Commitment Letters have not been amended or without notice, lapse of time or both, could constitute a default or breach on modified and the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result commitments contained in the failure of Commitment Letters have not been terminated, withdrawn, reduced or rescinded in any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closingrespect. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the ClosingEquity Financing, other than as expressly set forth in the Equity Commitment Letter. There are no conditions precedent or other contingencies related to (i) the funding of the full amount of the Debt Financing, other than as set forth in the Debt Commitment LetterLetter and any related fee letter or (ii) the contribution by ▇▇▇▇▇▇▇▇ to Buyer of the full amount of the Debt Financing. For As of the avoidance Execution Date, no event has occurred or circumstance exists which, with or without notice, lapse of doubttime or both, Parent and Merger Sub acknowledge and agree that would constitute a default, breach or failure of condition under the applicable Commitment Letters by Buyer and/or Borrower or their respective obligations hereunderAffiliates (or, including their obligations to consummate the TransactionsKnowledge of Buyer, by any other party thereto) and, to the Knowledge of Buyer, there are not subject tono facts or occurrences that make any of the assumptions, or conditioned on, receipt any of the debt financing under representations and warranties of Buyer and/or Borrower, in the Debt applicable Commitment Letter or otherwiseLetters inaccurate in any material respect.

Financing. (a) Parent Investor has delivered to the Company a true true, complete and complete copy of a fully correct copies of: (i) the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement hereof by and among Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (as amended or replaced in accordance with Section 5.3 hereofUSA) LLC, ▇▇▇▇▇▇▇ Sachs Bank USA, UBS Securities LLC, and UBS Loan Finance LLC and Investor (the “Debt Commitment LetterFinancing Commitment”), pursuant to which which, upon the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions terms and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse AG, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, and UBS Loan Finance LLC have agreed to lend the amounts set forth therein to the Company for the purposes set forth therein purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”). Parent has also delivered ; (ii) the executed equity commitment letter, dated as of the date hereof between Investor and Guarantor (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the Company true conditions set forth therein, Guarantor has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and complete copies of any together with the Debt Financing, the “Financing”); and (iii) the fee letter entered into executed in connection with the Debt Financing Commitment Letter (any such fee letter, a the “Fee Letter”), except . None of the Financing Commitments or the Fee Letter has been amended or modified prior to the date of this Agreement (provided that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to existence or exercise of the “flex” terms provisions contained in the Fee Letter shall not constitute an amendment or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations modification of the Surviving Corporation or its Subsidiaries that become due and payable in connection withFinancing Commitments), or and, as a result ofof the date hereof, the Transactionsrespective commitments contained in the Financing Commitments have not been withdrawn, including terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of the Merger and payment Financing Commitments. As of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is date hereof, the Financing Commitments are in full force and effect and has not been withdrawnconstitute the legal, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation obligations of Parent and enforceable against it in accordance with its terms, Investor and, to the Knowledge knowledge of Parent as of Investor, the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, other parties thereto (subject in each case subject to the General Enforceability Exceptionseffect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). There are no side letters Other than as expressly set forth in the Financing Commitments and the Fee Letter or other Contracts or arrangements (except for as set forth in any Fee Letters and any agreements entered into such documents amended after the date hereof and not in violation of this Agreement that the provisions hereof, there are expressly contemplated by no conditions precedent related to the Debt Commitment Letterfunding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any Prohibited Changes with respect to the Debt Financingof its Affiliates is a party. As of the date of this Agreementhereof, no event has occurred which, which would constitute a breach or default (or with notice or without notice, lapse of time or both, could both would constitute a default or breach on default) by Investor under the part of ParentFinancing Commitments, Merger Sub or, to the Knowledge knowledge of ParentInvestor, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition other parties to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the ClosingCommitments. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub Investor has fully paid any and or caused to be fully paid all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly date hereof pursuant to the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II and performance by ITW, ITW Subsidiary and the Debt Commitment Letter. For the avoidance Company of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, upon receipt of the debt financing under proceeds contemplated by the Debt Commitment Letter or otherwiseFinancing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunder.

Financing. (a) Parent Purchaser has delivered to the Company Parent a true and complete copy of a fully the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, among Purchaser and each of Credit Suisse AG and/or its Affiliates, Credit Suisse Securities (USA) LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Royal Bank of Canada, RBC Capital Markets, Citigroup Global Markets Inc. and/or its Affiliates, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and/or its Affiliates, UBS Loan Finance LLC and UBS Securities LLC (the “Debt Commitment LetterFinancing Commitment”), pursuant to which the financial institutions Financing Sources party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein of financing the transactions contemplated by this Agreement (including funding the Purchase Price) and related fees and expenses (such committed financing, together with, unless the context requires otherwise, any debt securities to be issued in lieu thereof, the “Debt Financing”). Parent Purchaser has also delivered to the Company Parent a true and complete copies copy of any fee letter entered into in connection the respective executed commitment letters, each dated as of the date hereof, between Purchaser and each Guarantor (collectively, the “Equity Financing Commitments” and, together with the Debt Commitment Letter (any such fee letterFinancing Commitment, a the “Fee LetterFinancing Commitments”), except that pursuant to which the numerical feesGuarantors have committed, pricing subject to the terms and other commercially sensitive numbers conditions set forth therein, to invest in Purchaser the cash amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). As of the date hereof, (i) none of the Financing Commitments has been amended or modified, (ii) no such amendment or modification is contemplated, and provisions specified (iii) the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, respect and, to the Knowledge of Parent Purchaser, no withdrawal or rescission thereof is contemplated. Except for fee letters relating to fees with respect to the Debt Financing (complete copies of which have been provided to Parent, with only fee amounts, pricing caps and certain economic terms (none of which would adversely affect the amount or availability of the Debt Financing) redacted) and customary engagement letters with respect to debt securities that may form part of the Debt Financing (none of which would adversely affect the amount or availability of the Debt Financing), as of the date of this Agreementhereof, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There there are no side letters or other Contracts or arrangements related to the funding or investing, as applicable, of the Financing. Purchaser has fully paid (except for or caused to be paid) any Fee Letters and any agreements entered into after all commitment fees or other fees in connection with the Financing Commitments that are due and payable on or prior to the date hereof and, as of this Agreement that the date hereof, the Financing Commitments are expressly contemplated by in full force and effect and are the Debt Commitment Letter) relating to any Prohibited Changes with respect legal, valid, binding and enforceable obligations of Purchaser and, to the Debt Knowledge of Purchaser, each of the other parties thereto, subject to the Enforceability Exceptions. There are no conditions precedent related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments delivered to Parent prior to the date hereof. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Merger Sub Purchaser or, to the Knowledge of ParentPurchaser, any Debt Financing Source, other party thereto under any term of the Debt Commitment Letter or otherwise result Financing Commitments. Assuming the satisfaction in the failure of any condition to the Debt Financing or any portion full of the Debt Financing contemplated thereby conditions set forth in Sections 8.1 and 8.2, as of the date hereof, Purchaser has no reason to be unavailable at the Closing. Assuming believe that any of the conditions to the obligation of Parent and Merger Sub to consummate Financing contemplated by the Merger have been Financing Commitments will not be satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis basis. Assuming the Financing is funded in accordance with the Financing Commitments, Purchaser will have at and after the Closing funds sufficient to (1) pay the Purchase Price, (2) pay any term or condition of the Debt Commitment Letter and all fees and expenses required to be satisfied paid by such PersonPurchaser in connection with the transactions contemplated by this Agreement and (3) satisfy all of the other payment obligations of Purchaser contemplated hereunder. Parent In no event shall the receipt or Merger Sub has fully paid availability of any funds or financing by Purchaser or any Affiliate or any other financing transactions be a condition to any of Purchaser’s obligations hereunder. (b) Concurrently with the execution and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date delivery of this Agreement, each of Carlyle Partners V, L.P. and BC European Capital IX (collectively, the “Guarantors”) is entering into a limited guarantee with Parent (collectively, the “Guarantees”) pursuant to which such Guarantor is guaranteeing certain obligations of Purchaser in connection with this Agreement as specified therein. Parent acknowledges Each of the Guarantees is in full force and agrees that there are no conditions precedent or other contingencies related effect and is a legal, valid, binding and enforceable obligation of the applicable Guarantor, subject to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseEnforceability Exceptions.

Financing. (a) Parent has delivered to the Company a true and complete copy of received a fully executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement hereof (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”) from Citigroup Global Markets Inc., L▇▇▇▇▇ Brothers Commercial Bank and L▇▇▇▇▇ Brothers Inc. (the “Lenders”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) Lenders have committed, subject to the terms and conditions set forth therein, to lend provide to Acquisition (i) senior secured debt financing and (ii) in the event that Acquisition is unable to complete at the Closing a public offering or a Rule 144A or other private placement offering of senior subordinated notes, bridge financing in the form of senior subordinated increasing rate bridge loans, in each case, in the amounts set forth therein for (such financing described in the purposes set forth therein (Debt Commitment Letter, the “Debt Financing”). In addition, Parent has also delivered received the fully executed commitment letters (collectively, the “Equity Commitment Letters” and together with the Debt Commitment Letter, the “Financing Letters”), dated as of the date hereof from WCAS and WCAS Capital Partners IV, L.P. (“WCAS C▇ ▇▇”), respectively, pursuant to which WCAS and WCAS C▇ ▇▇ have committed, subject to the Company true terms and conditions set forth in the respective Equity Commitment Letters, to provide to Parent cash in the amounts set forth therein in exchange for shares of capital stock (and in the case of, WCAS C▇ ▇▇, senior subordinated notes) of Parent (such amounts provided in exchange for shares of capital stock of Parent, the “Equity Financing” and together with the Debt Financing and the other amounts described in the Equity Commitment Letters, the “Financing”). True and complete copies of any fee letter entered into the Financing Letters have been furnished to the Company. As of the date of this Agreement, (i) none of the Financing Letters has been amended or modified, and (ii) the respective commitments contained in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified Financing Letters have not been withdrawn or rescinded in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations respect. Each of the Surviving Corporation or its Subsidiaries that become due and payable Equity Commitment Letters, in connection withthe form so delivered, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawnis a legal, rescinded or terminated or otherwise amendedvalid and binding obligation of Parent and, supplemented or modified in any respectto the knowledge of Parent, except as may be permitted by Section 5.3the other parties thereto. The As of the date of this Agreement, the Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreementso delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and enforceable against it in accordance with its terms, Acquisition and, to the Knowledge knowledge of Parent as of Parent, the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financingparties thereto. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, Parent under any term or condition of the Debt Equity Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent Letters and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub Acquisition has any reason to believe that it will be unable to satisfy by the Termination Date any term or condition of closing to be satisfied by it contained in the Equity Commitment Letters. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquisition under any term or condition of the Debt Financing Source would Commitment Letters. As of the date of this Agreement, neither Parent nor Acquisition has any reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required closing to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by it contained in the Debt Commitment Letter to be paid on or before the date of this AgreementLetters. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment LetterFinancing Letters. For Parent has fully paid any and all commitment fees or other fees incurred in connection with the avoidance of doubtFinancing Letters that have become due and payable. Subject to its terms and conditions, Parent the Financing, when funded in accordance with the Financing Letters, will provide funds at the Closing and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations at the Effective Time sufficient to consummate the TransactionsMerger upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, are not subject to, or conditioned on, receipt including payment of the debt financing all amounts under Article II of this Agreement and any fees and expenses payable under the Debt Equity Commitment Letter or otherwiseLetters.

Financing. (a) Parent has delivered to the Company a true and complete copy of a fully executed commitment letter (together with any term sheet relating thereto), dated as As of the date of this Agreement Agreement, Buyer Parent has received an executed equity commitment letter dated the date hereof (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Equity Commitment Letter”), pursuant to which ) from the financial institutions party thereto (together with any other entities that have committed Guarantor to provide or arrange or otherwise entered into agreements equity financing in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedan aggregate amount of $1,000,000,000, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company A true and complete copies copy of any fee letter entered into in connection with the Debt Equity Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have has been redacted. (b) Assuming the conditions previously provided to the obligation of Company. Buyer Parent has fully paid any and Merger Sub all commitment fees or other fees required by the Equity Commitment Letter to consummate be paid on or before the Merger have been satisfied or waived, at the Closing Parent date hereof and will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations all additional fees as they become due. As of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, date hereof the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Equity Commitment Letter is valid and in full force and effect and has effect, does not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in contain any respect, except as may be permitted material misrepresentation by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Buyer Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this AgreementBuyer Parent, no event has occurred which, which (with or without notice, lapse of time or both, could ) would constitute a default or breach thereunder on the part of Buyer Parent, Buyer or Merger Sub. Except for the payment of customary fees, there are no conditions precedent or other contractual contingencies related to the funding of the full amounts contemplated by the equity financing arrangements contemplated by the Equity Commitment Letter (the “Equity Financing”), other than as set forth in the Equity Commitment Letter. The aggregate proceeds contemplated by the Equity Commitment Letter, subject to obtaining the Debt Financing, together with available cash of Buyer and Merger Sub, will be sufficient for Merger Sub orand the Surviving Corporation to pay the Aggregate Consideration and the fees and expenses incurred in connection with the Transactions, including the Buyer Termination Fee, if applicable. No Contract between the Guarantor and Buyer Parent or any of their respective Affiliates contains any conditions precedent or other contractual contingencies related to the Knowledge funding of the full amount of the Equity Financing or any provisions that could reduce the aggregate amount of the Equity Financing set forth in the Equity Commitment Letter or the aggregate proceeds contemplated by the Equity Commitment Letter, other than as set forth in the Equity Commitment Letter. As of the date hereof, assuming the accuracy of the representations and warranties set forth in Article 4, none of Buyer Parent, Buyer or Merger Sub has any Debt reason to believe that any of the conditions to the Equity Financing Sourcewill not be satisfied or that the Equity Financing will not be available to Buyer Parent, under any term on the Closing Date. (b) As of the date of execution by Buyer Parent of the Debt Commitment Letter or otherwise result in the failure of any condition pursuant to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Section 8.7, (1) Buyer Parent and Merger Sub to consummate the Merger shall have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before such date and will pay additional fees as they become due; (2) the date Debt Commitment Letter shall be valid and in full force and effect, shall not contain any material misrepresentation by Buyer Parent and, to the Knowledge of this Agreement. Buyer Parent, no event shall have occurred which (with or without notice, lapse of time or both) would constitute a breach thereunder on the part of Buyer Parent, Buyer or Merger Sub; (3) except for the payment of customary fees and except as identified by Buyer Parent acknowledges and agrees that to the Company pursuant to Section 8.7(c), there are shall be no conditions precedent or other contractual contingencies related to the funding of the full amounts contemplated by the debt financing arrangements contemplated by the Debt Commitment Letter, other than as set forth in the Debt Commitment Letter; (4) the aggregate proceeds contemplated by the Commitment Letters (taking into account the Debt Financing Shortfall Amount), together with available cash of Buyer and Merger Sub, shall be sufficient for Merger Sub and the Surviving Corporation to pay the Aggregate Consideration and the fees and expenses incurred in connection with the Transactions, including the Buyer Termination Fee, if applicable; and (5) except as identified by Buyer Parent to the Company pursuant to Section 8.7(c), neither the fee letter between Buyer Parent and Lender to be referenced in the Debt Commitment Letter nor any other Contract between the Lender and Buyer Parent or any of their respective Affiliates will contain any conditions precedent or other contractual contingencies related to the funding of the full amount of the Debt Financing immediately prior to or any provisions that could reduce the Closingaggregate amount of the Debt Financing or the aggregate proceeds contemplated by the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. (a) The Parent has delivered to the Company a true true, correct and complete copy copies, including all exhibits, schedules and annexes thereto (but excluding any side letters or other similar agreements which do not impact the amount or availability of a fully the Financing, do not expand the conditions to obtain the Financing on the Closing Date or would reasonably be expected to prevent, impair or delay the consummation of the Financing), of (a) the duly executed commitment letter, dated as of the date this Agreement (the “Equity Funding Letter”), from the Guarantor, pursuant to which the Guarantor has agreed to make an equity investment in the Parent, subject only to the terms and conditions therein, in cash in the aggregate amount set forth therein (the “Equity Financing”), and (b) the duly executed commitment letter (together with any term sheet relating thereto)and Redacted Fee Letter, dated as of the date of this Agreement (collectively, as may be amended, amended and restated, supplemented, modified or replaced in accordance compiliance with Section 5.3 hereofthis Agreement (including in connection with any Second Lien Giveaway or Replacement Commitment Facility permitted by this Agreement, the “Debt Commitment Letter” and, together with the Equity Funding Letter, the “Financing Letters”), from Debt Financing Sources, pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties Sources have agreed to any joinder agreementsprovide, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedseverally not jointly, subject to the terms and conditions set forth therein, to lend debt financing in the amounts set forth therein for (including (A) any “market flex” terms in the purposes set forth therein related fee letter and (B) any Second Lien Giveaway and/or any Replacement Commitment Facility permitted by this Agreement, being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”)) for purposes of financing the Transactions and the related fees and expenses to be incurred by the Parent in connection therewith. Parent has also delivered to The Company is an express third-party beneficiary of the Company true Equity Funding Letter, which provides that the Parent, the Purchaser and complete copies the Guarantor will not oppose the granting of any fee letter entered into an injunction, specific performance or other equitable relief in connection with the Debt Commitment Letter (any exercise of such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it third-party beneficiary rights in accordance with its terms, and, to the Knowledge terms of Parent as the Equity Funding Letter. As of the date of this Agreement, neither of the Financing Letters has been amended or modified, no such amendment or modification is a valid contemplated (other than any customary modification or amendment solely to join additional lenders to the Debt Commitment Letter as contemplated thereunder, which joinders, individually and binding obligation against each Debt in the aggregate, could not resonably be expected to prevent, impede or delay the consummation of the Transaction and the entering into any Second Lien Giveaway and/or Replacement Commitment Facility), none of the respective obligations and commitments contained in such letters have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. The Parent or the Purchaser has fully paid any and all commitment fees or other fees in connection with the Financing Source Letters that are due and enforceable against each Debt payable on or prior to the date hereof and, if applicable, will continue to pay in full any such amounts required to be paid pursuant to the terms of the Financing Source Letters as and when they become due and payable on or prior to the Closing Date. Assuming the Financing is funded in accordance with its termsthe Financing Letters, in each case subject the net proceeds contemplated by the Financing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements maximum amount of flex (except including original issue discount flex) provided under the Debt Commitment Letter), will in the aggregate be sufficient for any Fee Letters the Purchaser and the Surviving Corporation to pay the aggregate Offer Price and Merger Consideration (and any agreements entered into after repayment or refinancing of debt contemplated by, or required in connection with the date of transactions described in, this Agreement that are expressly contemplated by Agreement, the Equity Funding Letter or the Debt Commitment Letter) relating and any other amounts required to any Prohibited Changes be paid in connection with the consummation of the Transactions (including all amounts payable in respect of Company Stock Options and Company RSUs under this Agreement) and to pay all related fees and expenses of the Parent and the Purchaser. The Financing Letters are (x) legal, valid and binding obligations of the Parent and the Purchaser, as applicable, and, to the Debt Financingknowledge of the Parent and the Purchaser, each of the other parties thereto, (y) enforceable in accordance with their respective terms against the Parent and the Purchaser, as applicable, and, to the knowledge of the Parent and the Purchaser, each of the other parties thereto, in each case except as such enforceability may be limited by the Bankruptcy and Equity Exception, and (z) in full force and effect. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could would or would reasonably be expected to constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, Parent or the Purchaser or any Debt Financing Source, other parties thereto under any term of the Equity Funding Letter or the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion Letter. As of the Debt Financing contemplated thereby to be unavailable at date of this Agreement, the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger does not have been satisfied or waived, neither Parent nor Merger Sub has any reason to believe that it or any Debt of the other parties to the Financing Source would Letters will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter Financing Letters required to be satisfied by such Personit, that the conditions thereof will not otherwise be satisfied or that the full amount of the Financing will not be available on the Closing Date. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no The only conditions precedent or other contingencies (including market “flex” provisions) related to the funding obligations of the Guarantor to fund the full amount of the Equity Financing and the lenders to fund the full amount of the Debt Financing immediately prior to the Closing, other than as are those expressly set forth in the Equity Funding Letter and the Debt Commitment Letter, respectively. For With respect to any commitment letter (including all exhibits, schedules and annexes thereto and any associated fee letter) governing any permitted Replacement Commitment Facility (the avoidance “Replacement Facility Commitment Letter”), the parties hereto agree that upon delivery to the Company of doubta fully executed version thereof, the Replacement Facility Commitment Letter shall be deemed a “Debt Commitment Letter” hereunder and Parent and Merger Sub acknowledge shall be deemed to, as of such date of delivery, make the same representations and agree to the same covenants contained herein with respect to the Debt Commitment Letter regarding such Replacement Facility Commitment Letter (it being understood and agreed that their respective obligations hereunder, including their obligations the Replacement Facility Commitment Letter may not have conditions precedent to consummate the Transactions, funding thereunder that are not subject to, or conditioned on, receipt more expansive than the conditions precedent to the funding of the debt financing second lien term loan facility under the Debt Commitment Letter as in effect on the date hereof and shall otherwise be expressly permitted by Section 6.14(a)). As of the date of this Agreement, there are no side letters or otherwiseother contracts, agreements or arrangements to which the Parent or any of its Affiliates is a party related to the Financing other than as expressly contained in the Financing Letters or any such letters or agreements that have been delivered to the Company on or prior to the date hereof.

Financing. (a) Parent The Buyer has delivered to the Company Seller a true true, complete and complete correct copy of a the fully executed debt commitment letter dated as of the date of this Agreement (including all exhibits, schedules, annexes and term sheets attached thereto), together with any term sheet relating theretorelated fee letters (in the case of the fee letters, which may be redacted solely for confidential provisions related to fees and other economic terms, none of which could, individually or in the aggregate, affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing to be funded for the transactions contemplated by this Agreement, in each case as contemplated by such debt commitment letter in any respect), dated as of the date of this Agreement Agreement, by and among the Debt Financing Sources party thereto and the Buyer (as amended or replaced in accordance together with Section 5.3 hereofall exhibits, schedules, annexes and term sheets attached thereto, the “Debt Commitment Letter” and, the debt financing committed pursuant to the Debt Commitment Letter, the “Debt Financing”), pursuant to which which, upon the financial institutions party thereto terms and subject to the conditions set forth therein (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with including, among others, the occurrence of the Buyer Fundraising Milestone), the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant Sources party thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, agreed to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redactedtherein. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and Buyer has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to Seller a true, complete and correct copy of the execution of this Agreementfully executed equity commitment letter, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent dated as of the date of this Agreement, from the party identified therein (the “Equity Sponsor”) committing to provide up to US$400,000,000.00 (the “Equity Commitment Amount”) in the aggregate of equity financing (subject to adjustment on the terms set forth therein) to the Buyer, upon the terms and subject to the conditions set forth therein (including, among others, the occurrence of the Buyer Fundraising Milestone) (together with all exhibits, schedules and annexes thereto, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters” and, the equity financing committed pursuant to the Equity Commitment Letter, the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides that the Seller is a valid express third-party beneficiary of, and is entitled to enforce, the Equity Commitment Letter. (c) As of the date hereof, the Commitment Letters are in full force and effect and, subject to their terms and conditions, constitute the valid, binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source obligation of the Buyer and the Equity Sponsor, and, to the Knowledge of the Buyer, the other parties thereto, enforceable in accordance with its their respective terms, in each case subject to the General Enforceability Exceptions. There are no side letters conditions precedent related to the funding of the full amount of the Debt Financing or Equity Financing, as applicable, other Contracts than the conditions precedent set forth in the applicable Commitment Letter (including, among others, the occurrence of the Buyer Fundraising Milestone). Except as expressly permitted under Section 6.16, the Commitment Letters have not been amended or arrangements (except for modified in any Fee Letters manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any agreements entered into after respect, and, as of the date of this Agreement that are expressly hereof, no such termination, reduction, withdrawal or rescission is contemplated by the Debt Commitment Letter) relating to Buyer or the Equity Sponsor or any Prohibited Changes with respect to the Debt Financingother party thereto. As of the date hereof, (i) the Buyer is not in default of this Agreementor breach under the terms and conditions of any of the Commitment Letters, and (ii) to the Knowledge of the Buyer, no event has occurred whichthat, with or without notice, lapse of time or both, could would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition under the terms and conditions of any of the Commitment Letter. (d) As of the date hereof, the Buyer is not aware of any fact, occurrence or condition that would result in (i) any of the conditions precedent set forth in the Commitment Letters (other than the occurrence of the Buyer Fundraising Milestone) not being satisfied on or prior to the Closing Date or (ii) the Financing in the aggregate amounts contemplated by the Commitment Letters not being available to the Buyer on the part Closing Date. Other than the occurrence of Parentthe Buyer Fundraising Milestone, Merger Sub or, the Buyer’s obligations under this Agreement are not subject to any conditions regarding the Knowledge of Parent, any Buyer’s or the Buyer Group’s ability to obtain the Equity Financing or Debt Financing Source, under any term for the consummation of the Debt Commitment Letter transactions contemplated hereby. (e) There are no side letters, understandings or otherwise result in the failure other agreements or arrangements of any condition kind relating to the Debt Financing or any portion of the Debt Commitment Letters or the Financing that could prevent the Financing contemplated thereby to be unavailable at by the ClosingCommitment Letters in any respect. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied The Buyer or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition an Affiliate of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub Buyer on its behalf has fully paid any and all commitment fees commitments or other fees and amounts required by the Debt Commitment Letter Letters to be paid on or before prior to the date of this Agreement. Parent acknowledges Agreement and agrees that there are no will pay in full any such amounts due on or before the Closing Date. (f) The Financing, if funded in accordance with the Commitment Letters (subject to the conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt applicable Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt occurrence of the debt Buyer Fundraising Milestone), will provide the Buyer with cash proceeds on the Closing Date sufficient to enable the Buyer to perform all of its obligations under this Agreement, including to deliver the Estimated Purchase Price to the Seller as and when contemplated by this Agreement, pay any fees and expenses of or payable by the Buyer, and repay or refinance any outstanding indebtedness of the Buyer or of the Acquired Companies to the extent required in connection with the transactions described in this Agreement or the Commitment Letters. Except for the occurrence of the Buyer Fundraising Milestone, in no event shall the receipt or availability of any funds or financing under (including the Debt Financing contemplated by the Commitment Letter Letters) by or otherwiseto the Buyer or any of its Affiliates or any other financing transaction be a condition to any of the obligations of the Buyer hereunder.

Financing. (a) Parent has and Purchaser have delivered to the Company a true true, correct, complete and complete copy unredacted copies of a fully (i) executed debt commitment letter letters, including all annexes, exhibits, schedules and other attachments thereto (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Red Debt Commitment LetterLetters”), pursuant to which the financial institutions lenders party thereto have agreed to provide debt financing in the amounts set forth therein, (ii) an executed debt commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Green Debt Commitment Letter” and, together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Red Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectivelyCommitment Letters, the “Debt Financing Sources” and eachCommitment Letters”), a “Debt Financing Source”) pursuant to which the lenders party thereto have committed, subject agreed to the terms and conditions set forth therein, to lend provide debt financing in the amounts set forth therein for (the purposes debt financing contemplated by the Red Debt Commitment Letters and the Green Debt Commitment Letter, the “Debt Financing”), and (iii) an executed equity commitment letter from the Guarantors, including all annexes, exhibits, schedules and other attachments thereto (the “Equity Financing Commitment” and, together with the Debt Commitment Letters, the “Financing Commitments”), pursuant to which the Guarantors have committed to provide equity financing to Parent in an amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). Parent has and Purchaser have also delivered to the Company true true, correct and complete copies of any the fee letter entered into in connection with letters relating to the Debt Commitment Letter (any such Financing, in which the only redactions are the fee letteramounts, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms and other economic terms customarily redacted pursuant to merger agreements of this type, and such redactions do not relate to any terms that would be reasonably likely to adversely affect the conditionality, enforceability, availability or similar concepts) may have been redactedtermination of the applicable Debt Commitment Letter or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (collectively, the “Redacted Fee Letters”). (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations As of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution date of this Agreement, is a valid and binding obligation none of Parent and enforceable against it the Financing Commitments (i) have been withdrawn, terminated or rescinded in accordance with its termsany respect or (ii) have been amended or modified, and, to the Knowledge knowledge of each of Parent and Purchaser, the respective commitments contained therein have not been withdrawn or rescinded, nor, to the knowledge of each of Parent and Purchaser, is any such amendment, modification, withdrawal or rescission currently contemplated other than any amendment or modification to any Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) who had not executed such Debt Commitment Letter as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, the Financing Commitments are (i) in full force and effect and constitute the legal, valid and binding obligation of Parent, in the case of the Equity Financing Commitment, Red Holdings, in the case of the Red Debt Commitment Letters, and Green Holdings, in the case of the Green Debt Commitment Letter, and, to the knowledge of each of Parent and Purchaser, the other parties thereto, and (ii) enforceable in accordance with their respective terms against Parent, in the case of the Equity Financing Commitment, Red Holdings, in the case of the Red Debt Commitment Letters, and Green Holdings, in the case of the Green Debt Commitment Letter, and, to the knowledge of each of Parent and Purchaser, each of the other parties thereto, in each case, except to the extent enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and/or other laws affecting creditors’ rights generally and by general equitable principles (regardless of whether considered in a proceeding in equity or at law). (c) There are no conditions precedent related to the funding or investing, as applicable, of the amount of the Financing required to pay the Required Amount, other than as expressly set forth in the Financing Commitments and the unredacted portions of the Redacted Fee Letters, each in the form delivered. Other than the Financing Commitments and the unredacted portions of the Redacted Fee Letters, there are no other Contracts, arrangements or side letters to which Purchaser or any of its Affiliates is a party related to the funding or investing, as applicable, of the amount of the Financing required to pay the Required Amount that would (i) impair the enforceability of any of the Financing Commitments, (ii) reduce the aggregate amount of any portion of the Financing such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (iii) impose new or additional conditions precedent to the Financing, (iv) otherwise adversely modify any of the conditions precedent to the Financing or (v) reasonably be expected to prevent, impair or delay the consummation of the Financing. (d) As of the date of this Agreement, (i) no event has occurred which, that (with or without notice, notice or lapse of time time, or both, could ) would constitute a breach or default or breach on the part of Parent, Merger Sub Purchaser, Red Holdings or Green Holdings or, to the Knowledge knowledge of Parenteach of Parent and Purchaser, any Debt other parties thereto under the Financing Source, under Commitments or would otherwise be reasonably likely to result in any term portion of the Debt Commitment Letter Financing necessary to pay the Required Amount to be unavailable, other than any such default or otherwise result in breach that has been irrevocably waived by the failure of any condition to lenders providing the Debt Financing or otherwise cured in a timely manner by Parent, Purchaser, Red Holdings and/or Green Holdings, as applicable, to the satisfaction of such lenders, (ii) neither Parent nor Purchaser is aware of any portion fact, event or other occurrence that makes any of the Debt representations or warranties of each of Parent, Purchaser, Red Holdings and Green Holdings in any of the Financing contemplated thereby to be unavailable at the Closing. Assuming Commitments inaccurate in any material respect, and (iii) assuming satisfaction or waiver of the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waivedset forth in Annex I, neither Parent nor Merger Sub Purchaser has any reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required conditions precedent set forth in the Financing Commitments will fail to be timely satisfied by such Person. Parent or Merger Sub that the Required Amount will not be available at the Offer Closing. (e) Purchaser has fully paid paid, or caused to be paid, any and all commitment fees or other fees required by the Debt Commitment Letter terms of the Financing Commitments to be paid on or before the date of this Agreement. Parent Agreement and will continue to pay in full, or cause to be paid, any such amounts required to be paid pursuant to the terms of the Financing Commitments as and when they become due and payable on or prior to the Closing Date. (f) Notwithstanding anything to the contrary contained herein, the Purchaser acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their its obligations to consummate the Transactions, transactions contemplated hereby are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwisecontingent upon its ability to obtain any third party financing.

Financing. (a) Parent has delivered Until the Discharge of the Senior Obligations occurs, if any Obligor shall be subject to any Insolvency Proceeding and the Senior Agent consents to the Company use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which the Senior Agent has a true and complete copy Lien or to permit any Obligor to obtain financing provided by any one or more Senior Claimholders or any other Person under Section 364 of a fully executed commitment letter the Bankruptcy Code or any similar Bankruptcy Law (such financing, together with any term sheet relating thereto)Cash Collateral use, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the collectively a “Debt Commitment LetterDIP Financing”), pursuant then each Subordinated Claimholder agrees that, if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, it will consent to which such Cash Collateral use and no Subordinated Claimholder will raise any objection to such DIP Financing on the financial institutions party thereto (together grounds of lack of adequate protection and to the extent the Liens securing the Senior Obligations are subordinated to or pari passu with such DIP Financing, the Subordinated Claimholders will subordinate their Liens in the Collateral to the Liens securing such DIP Financing. The Subordinated Claimholders agree that no Subordinated Claimholders shall, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the Senior Obligations unless such DIP Financing immediately results in the Discharge of the Senior Obligations. In connection with any other entities that have committed DIP Financing, if any Liens on the Collateral held by the Senior Claimholders are subject to provide a surcharge or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties are subordinated to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and eachan administrative priority claim, a professional fee “Debt Financing Source”) have committed, subject carve out,” or fees owed to the terms United States Trustee, then the Liens on the Collateral of the Subordinated Claimholders shall also be subordinated to such interest or claim and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered shall remain subordinated to the Company true and complete copies of any fee letter entered into in connection with Liens on the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations Collateral of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of Senior Claimholders consistent with this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. Debtor in Possession Financing The Debtors shall be provided with debtor-in-possession financing (the “DIP Facilities”) consisting of one or more of the following: (a) Parent has delivered to a super-priority, secured, debtor-in-possession revolving credit facility (the Company a true and complete copy of a fully executed commitment letter “DIP Revolving Facility”) provided by the ABL Lenders (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereofsuch capacity, the “Debt Commitment LetterDIP Revolving Lenders”) and (b) a super-priority, secured, debtor-in-possession term loan facility (the “DIP Term Facility”) provided by one or more of the Term Lenders (in such capacity, the “DIP Term Lenders”, and together with the DIP Revolving Lenders, the “DIP Lenders”). The DIP Facilities, pursuant and all borrowings thereunder, shall be subject to a budget updated monthly (with weekly cash reporting) and approved by the DIP Lenders. The terms and conditions of the DIP Facilities shall be acceptable to the Supporting Noteholders and the Debtors, acting reasonably and in good faith. Plan Funding The Reorganized Debtors shall be funded on effective date of the Plan (the “Effective Date”) by the proceeds of the Rights Offering (as defined below) and, if necessary, the Exit Facility (as defined below). The proceeds of the Rights Offering and Exit Facility shall be in an aggregate amount which shall be sufficient to fund required distributions under the financial institutions party thereto Plan, including to pay in full all outstanding amounts under the DIP Facilities (together with any other entities that have committed subject to provide or arrange or otherwise entered into agreements the conversion of the DIP Term Loans to New Common Stock as described below) and the ABL Facility on the Effective Date. Rights Offering Pursuant to and in connection with the Debt Financing or other financings consummation of the Restructuring Transactions, immediately after the Petition Date, the Company will distribute rights (the “Rights”) to the 2021 Noteholders, the 2018 Noteholders and the Existing Equity Holders that will permit the holders thereof to acquire, in the aggregate, $150 million of New Common Stock (the “Rights Offering”). The New Common Stock issued in connection with the Transactions and Rights Offering will be sold at a total enterprise valuation of the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, Reorganized Debtors on the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein Effective Date of $400 million (the “Debt FinancingPlan Value”). Parent has also delivered The Rights will be freely transferable. Exit Financing To the extent necessary after the Rights Offering, the Reorganized Debtors shall be funded on the Effective Date by a new first lien, senior secured exit facility (the “Exit Facility”), which Exit Facility shall be in form and substance acceptable to the Company true Supporting Noteholders. The Debtors and complete copies the Supporting Noteholders will work in good faith to source and execute on the Exit Facility, which can be in the form of any fee letter entered into an asset backed revolver, term loan or combination thereof. The Term Loan Lenders shall provide a standby commitment to fund the Exit Facility. Such Term Loan Lenders shall be paid a six percent (6%) fee, payable in cash and or New Common Stock at the election of the Term Loan Lenders, in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redactedExit Facility Commitment. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. (a) Parent Purchaser has delivered received and accepted Equity Commitment Letters from the Equity Financing Sources relating to the Company commitment of the Equity Financing Sources, subject to the terms and conditions thereof, to invest in Purchaser up to the full amount of the cash equity financing stated therein (such equity financing, collectively, the “Equity Financing”). (b) Purchaser has received and accepted a true and complete copy of a fully executed (i) debt commitment letter (together with any term sheet relating thereto), dated as of on or about the date of this Agreement hereof (including all exhibits, schedules, annexes and amendments thereto, and as supplemented or amended or replaced in accordance with the terms of Section 5.3 hereof5.6(a) hereto, the “Debt Commitment Letter”), pursuant and (ii) corresponding fee letter (subject to which customary redactions by Purchaser) dated on or about the financial institutions party thereto date hereof (including all exhibits, schedules, annexes and amendments thereto, and as supplemented or amended in accordance with the terms of Section 5.6(a) hereto, the “Debt Fee Letter,” and, together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectivelyCommitment Letter, the “Debt Financing Sources” and each, a “Commitment Letters”; the Debt Financing SourceCommitment Letters, together with the Equity Commitment Letters, the “Commitment Letters”) have committedfrom the lenders, agents, arrangers and bookrunners party thereto (as such parties may be supplemented or amended in accordance with the terms of Section 5.6(a) hereto, the “Lenders”) relating to the commitment of the Lenders, subject to the terms and conditions set forth thereinthereof, to lend provide debt financing in the amounts set forth therein for the purposes aggregate amount set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter Assuming that each of the conditions in Article 6 is satisfied in full force and effect and has not been withdrawn, rescinded accordance with its terms at or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution Closing, as of the date hereof, (i) the net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letters, will provide Purchaser, together with cash on hand or other sources of immediately available funds, with all of the funds necessary to make all payments required to be made by it at the Closing hereunder and (ii) the net proceeds of the Debt Financing will provide NewCo with all of the funds necessary to make the distribution to Parent pursuant to Section 2.7(a). (d) Purchaser has delivered to Parent true, accurate and complete copies of the Commitment Letters (in the case of the fee letter, subject to customary redactions by Purchaser), including all exhibits, schedules and annexes thereto, as of the Execution Date. The Equity Commitment Letters provide that Parent is an express third-party beneficiary in connection with Parent’s exercise of its rights under Section 9.10 of this AgreementAgreement to the extent set forth in the Equity Commitment Letters. (e) As of the Execution Date, each of the Commitment Letters is a legal, valid and binding obligation of Parent and Purchaser and, to the Knowledge of Purchaser, each other party thereto, enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters Bankruptcy and Equity Exception, and in full force and effect, has not been amended, modified, withdrawn, terminated or other Contracts or arrangements (except for rescinded in any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financingrespect. As of the date of this AgreementExecution Date, no event has occurred which, with or without notice, lapse of time or both, could that would reasonably be expected to (i) constitute a breach or default or breach thereunder on the part of Parent, Merger Sub or, Purchaser or (ii) to the Knowledge of ParentPurchaser, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion Financing. (f) As of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waivedExecution Date, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no other contracts, side letters, other written agreements, arrangements, conditions precedent precedent, contingencies or other contingencies related provisions relating to the funding of the full amount Financing, to which Purchaser or any of the Debt Financing immediately prior to the Closingits Affiliates is a party, other than (i) as expressly set forth in the Commitment Letters, (ii) agreements among the Equity Financing Sources (none of which adversely affect the conditionality, enforceability, availability or termination of the Equity Financing), (iii) customary engagement letters or customary fee letters with respect to the Debt Financing (none of which adversely affect the conditionality, enforceability, availability or termination of the Debt Financing) or (iv) made available to Parent prior to the Execution Date. (g) Except as expressly set forth in the Commitment Letter. For Letters, there are no conditions precedent to the avoidance obligations of doubtthe Lenders and the Equity Financing Sources to provide the Debt Financing or the Equity Financing, Parent and Merger Sub acknowledge and agree respectively, or any contingencies that their respective obligations hereunderwould permit the Lenders or the Equity Financing Sources to reduce the total amount of the Debt Financing or the Equity Financing, including their obligations respectively, below the amount required to consummate the Transactions. (h) Concurrently with the execution of this Agreement, Purchaser delivered to Parent a true, complete and correct copy of the executed Limited Guarantee. As of the Execution Date, the Limited Guarantee is valid, binding and enforceable in accordance with its terms, and is in full force and effect, subject in each case to the Bankruptcy and Equity Exception. As of the Execution Date, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of the Guarantor under the terms and conditions of the Limited Guarantee. (i) The obligations of Purchaser to consummate the transactions contemplated hereby are not subject to, or conditioned on, receipt of contingent on the debt ability to obtain any financing under other than to the Debt Commitment Letter or otherwiseextent expressly provided in this Agreement.

Financing. (a) Section 4.6 of the Parent has delivered to the Company a Disclosure Letter sets forth true and complete copy copies of a fully (i) an executed equity commitment letter from Blackstone Capital Partners VI L.P. (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Sponsor”) to provide equity financing (the “Equity Financing”) to Parent and/or Merger Sub (the “Equity Commitment Letter”), pursuant to which (ii) an executed rollover commitment letter (the financial institutions party thereto “Rollover Letter”) from HFCP VI Domestic AIV, L.P., H&F ▇▇▇▇▇▇▇▇▇▇ AIV II, L.P., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Executives VI, L.P. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Associates VI, L.P. (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing SourceRollover Investors”) have committedpursuant to which, and subject to the terms and conditions set forth thereinof which, the Rollover Investors have committed to lend contribute to Parent, the amounts Surviving Corporation or a direct Subsidiary of the Surviving Corporation the amount of shares of Common Stock and Units set forth therein for and to consummate the purposes set forth therein transactions contemplated by the Unit Purchase Agreement attached thereto (the “Rollover Investment”) and (iii) an executed debt commitment letter and related term sheets (the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Commitments”) from Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Barclays Capital, and Citigroup Global Markets Inc. (the “Lenders”) pursuant to which, and subject to the terms and conditions of which, the Lenders have committed to provide Parent and/or Merger Sub with loans in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated by this Agreement (the “Debt Financing” and, together with the Equity Financing pursuant to the Equity Commitment Letter, the “Financing”). Parent has also delivered to As of the Company true date hereof, each of the Financing Commitments and complete copies of any fee letter entered into in connection with the Debt Commitment Rollover Letter (any such fee letteris a legal, a “Fee Letter”), except that the numerical fees, pricing valid and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the binding obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations and, to the Knowledge of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result ofParent, the Transactionsother parties thereto, including enforceable in accordance with its terms. As of the Merger date hereof, each of the Financing Commitments and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Rollover Letter is in full force and effect effect, and neither of the Financing Commitments nor the Rollover Letter has not been withdrawn, rescinded or terminated or otherwise amended, supplemented amended or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in As of the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, anddate hereof, to the Knowledge of the Parent, neither Parent as nor Merger Sub is in breach of any of the date terms or conditions set forth in any of this Agreement, is a valid the Financing Commitments and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Rollover Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreementhereof, there is no event has occurred whichfact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, could constitute a default would reasonably be expected to (A) make any of the assumptions or breach on any of the part statements set forth in the Financing Commitments and the Rollover Letter inaccurate in any material respect, (B) result in any of the conditions in the Financing Commitments and the Rollover Letter not being satisfied or (C) otherwise result in the Financing not being available, or the Rollover Investment not being made. As of the date hereof, neither the Sponsor nor any Lender has notified Parent or Merger Sub of its intention to terminate either of the Financing Commitments or not to provide the Financing, and none of the Rollover Investors has notified Parent or Merger Sub of its intention to terminate the Rollover Letter or not to make the Rollover Investment. Assuming (1) the Financing is funded in accordance with its terms and conditions, (2) the Rollover Investment is made in accordance with the terms and conditions of the Rollover Letter and (3) the satisfaction of the conditions to the Parent and Merger Sub’s obligation to consummate the Merger set forth in Sections 6.2(a), 6.2(b), 6.2(c) and 6.2(d), the net proceeds from the Financing will, together with the Rollover Investment, be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub oror the Surviving Corporation, to the Knowledge and any related repayment or refinancing of Parent, any Debt Financing Source, under any term indebtedness of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing Company or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent its Subsidiaries, and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter other amounts required to be satisfied paid in connection with the consummation of the transactions contemplated by such Personthis Agreement. Parent or Merger Sub has fully paid in full any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before 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, understandings or other agreements or arrangements relating to the Financing (except for customary fee letters and engagement letters which do not contain any additional conditions to closing or other agreements relating to the availability of this Agreementthe full amount of the Financing, and a complete copy of the fee letter has been made available to the Company with customary redactions of fee amounts and certain other terms) or the Rollover Investment to which Parent, Merger Sub or any of their respective Affiliates are a party that relate to the amount, availability or conditions of the Financing or the Rollover Investment, other than the Financing Commitments and the Rollover Letter. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the ClosingFinancing, other than as expressly explicitly set forth in the Debt Commitment Financing Commitments, and there are no conditions precedent related to the contribution of the full amount of the Rollover Investment, other than as explicitly set forth in the Rollover Letter. Assuming the satisfaction of the conditions to the Parent and Merger Sub’s obligation to consummate the Merger set forth in Sections 6.2(a), 6.2(b), 6.2(c) and 6.2(d), neither Parent nor 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 the contribution of the full amount of the Rollover Investment, or that the Financing will not be available to, or that the Rollover Investment will not be contributed to, Parent or Merger Sub or other applicable Person on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent and or Merger Sub acknowledge and agree that their respective obligations hereunderto obtain the Financing, including their obligations to consummate the Transactions, are not subject to, Rollover Investment or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseany alternative financing.

Financing. (ai) Parent has delivered to the Company Schedule 4.3(b)(i) sets forth a true and complete copy list of a fully the equity commitment letters executed commitment letter (together with any term sheet relating thereto), dated as of the date of this Agreement by Purchaser and the sources of equity named therein (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Existing Equity Commitment LetterLetters” and the sources of such equity the “Existing Equity Financing Sources”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Existing Equity Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) Sources have committed, subject to the terms and conditions set forth thereinin the Existing Equity Commitment Letters, to lend provide to Purchaser (directly or indirectly) equity financing (the amounts set forth therein “Existing Equity Financing”), in each case for the purposes set forth therein (of funding the “Debt Financing”)transactions contemplated by this Agreement and related fees and expenses and, to the extent applicable, the Purchaser’s post-Closing operations. Parent Purchaser has also delivered to the Company Seller true and complete copies of the Existing Equity Commitment Letters (subject to redaction of any fee letter entered fees set forth therein). (ii) The Financing Commitment Letters have not been amended, modified, supplemented, terminated or withdrawn in any way. No such amendment, modification, supplement, termination or withdrawal is contemplated. Except for the Financing Commitment Letters, there are no Contracts or other understandings (whether oral or written) or commitments to enter into Contracts or other understandings (whether oral or written) to which Purchaser or any of its Affiliates is a party related to the Financing other than as expressly contained in the Financing Commitment Letters. Any and all commitment fees or other fees in connection with the Debt Financing Commitment Letter (any such fee letter, a “Fee Letter”), except Letters that are payable on or prior to the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may date hereof have been redactedpaid by or on behalf of Purchaser. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (ciii) The Debt Financing Commitment Letter is in full force and effect and has not been withdrawnLetters are (A) the legal, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and Purchaser and, to Purchaser’s knowledge, each of the other parties thereto, (B) enforceable against it in accordance with its terms, their terms against Purchaser and, to the Knowledge of Parent as Purchaser’s knowledge, each of the date of this Agreementother parties thereto, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability ExceptionsLimitations, and (C) in full force and effect. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no No event has occurred whichthat, with or without notice, lapse of time time, or both, could would or would reasonably be expected to constitute a default or breach under any Financing Commitment Letter on the part of ParentPurchaser, Merger Sub or, to the Knowledge of ParentPurchaser’s knowledge, any Debt Financing Source, under any term of the Debt Commitment Letter other parties thereto, or otherwise result in the failure of any condition to the Debt precedent under any Financing or any portion of the Debt Financing contemplated thereby Commitment Letter to be unavailable at the Closingsatisfied. Assuming Purchaser has no reason to believe that any of the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been Financing will not be satisfied or waived, neither Parent nor Merger Sub has reason that the Financing will not be made available to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition Purchaser as of the Debt Commitment Letter required to be satisfied by such PersonClosing. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, (including any subsequent approval) other than as expressly set forth in the Debt Financing Commitment LetterLetters, and the Financing Commitment Letters do not provide that the parties thereto may impose additional conditions or other contingencies to such funding. For In addition, the avoidance of doubtEquity Commitment Letters expressly provide that Seller is an intended third-party beneficiary thereof to the extent provided therein and that, Parent subject to the terms hereof and Merger Sub acknowledge and agree that their respective obligations hereunderthereof, including their obligations Seller will have the right to consummate specifically enforce or cause the Transactions, are not subject to, or conditioned on, receipt enforcement of the debt financing under provisions thereof to the Debt Commitment Letter or otherwiseextent provided herein and therein.

Financing. (a) The Company has furnished Parent has delivered to the Company with a true true, accurate and complete copy of a fully the executed commitment letter incremental joinder agreements (together with any term sheet relating theretothe “Incremental Joinder Agreements”), dated as of the date hereof, among the Company and the Company Debt Financing Sources and any fee and/or engagement letters related thereto (provided, that provisions in such fee or engagement letter may be redacted in the manner required therein (none of this Agreement which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Incremental Debt Financing (as amended or replaced in accordance with Section 5.3 hereofdefined below) at the Closing (such Incremental Joinder Agreements, the “Debt Commitment Letter”)and related term sheets, pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions including all exhibits, schedules and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related annexes thereto, including any replacement or amendment thereof that is consented to by the Parent, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assignseach such fee letter or engagement letter, collectively, the “Incremental Debt Financing Sources” and each, a “Debt Financing SourceCommitment Letter”) have committedto, subject to the terms and conditions set forth therein, to lend (i) provide debt financing in the amounts aggregate amount set forth therein necessary for the purposes set forth therein purpose of funding and effectuating the Parent Debt Refinancing (being collectively referred to as the “Incremental Debt Financing” and the commitments thereunder the “Incremental Debt Commitments”). Parent has also delivered to ) and (ii) arrange on a best efforts basis for amendments of certain terms of the Company true and complete copies of any fee letter entered into Toucan Credit Agreements, as more fully described in connection with the Incremental Debt Commitment Letter (any such fee lettercollectively, a the “Fee LetterAmendments”), except it being understood that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating Amendments shall be subject to “flex” terms or similar concepts) may have been redacted. (b) Assuming written approval by the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) Parent). The Incremental Debt Commitment Letter has not been amended or modified prior to the date hereof, and as of the date hereof, the commitments contained in the Incremental Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and to the Knowledge of the Company, no such withdrawal, termination or rescission is contemplated. The Incremental Debt Commitment Letter is not subject to any conditions or other contingencies (including pursuant to any flex provisions or otherwise) other than as set forth expressly therein and is in full force and effect and has not been withdrawnis the legal, rescinded or terminated or otherwise amendedvalid, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to binding and enforceable obligation of the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as the Company, each of the date of this Agreementother parties thereto, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its termsas the case may be, except in each case subject to the General Enforceability Exceptions. There are no side letters case, as enforcement may be limited by bankruptcy, insolvency, reorganization or other Contracts or arrangements (except for any Fee Letters similar Laws affecting creditors’ rights generally and any agreements entered into after the date by general principles of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseequity.

Financing. (a) Parent Purchaser has delivered to the Company a Selling Stockholders true and complete copy of a fully copies of: (i) the executed debt commitment letter (together with any term sheet relating thereto)letter, dated as of the date hereof, by and among JPMorgan Chase Bank, N.A., ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇ Fargo Bank N.A., WF Investment Holdings, LLC, ▇▇▇▇▇ Fargo Securities, LLC, Bank of this Agreement America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Bank of Montreal, BMO Capital Markets Corp., Barclays Bank PLC, Citigroup Global Markets, Inc., Credit Suisse AG, Credit Suisse Securities (as amended or replaced in accordance with Section 5.3 hereofUSA) LLC, Mizuho Corporate Bank, Ltd., Royal Bank of Canada, Jefferies Finance LLC, KKR Corporate Lending LLC and KKR Capital Markets LLC (collectively, the “Debt Commitment LetterFinancing Sources”)) regarding the terms and conditions of the financing to be provided by such commitment letter attached hereto as Exhibit B-1 (such commitment letter, pursuant to which the financial institutions party including all exhibits, schedules, annexes and amendments thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, each such fee letter and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assignsengagement letter, collectively, the “Debt Financing Sources” Commitment Letters”), pursuant to which, upon the terms and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, certain of the Financing Sources have agreed to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to ) for the Company true purpose of funding the transactions contemplated herein and complete copies (ii) the executed equity commitment letters, dated as of any fee letter entered into in connection the date hereof, among KKR 2006 Fund, L.P., KKR Fund Holdings L.P., Crestview Partners II, L.P., ITOCHU Corporation and Natural Gas Partners IX, L.P. (collectively, the “Investors”) attached hereto as Exhibit B-2 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter (any such fee letterLetters, a the “Fee LetterCommitment Letters”), except that pursuant to which, upon the numerical feesterms and subject to the conditions set forth therein, pricing and other commercially sensitive numbers and provisions specified each of the Investors has committed to invest in any such Fee Letter Purchaser the cash amount set forth therein (including any provisions relating to the “flexEquity Financing” terms or similar concepts) may have been redactedand, together with the Debt Financing, the “Financing”). (b) Assuming As of the conditions date hereof, (i) the Equity Commitment Letters are in full force and effect and are valid and binding obligations of Purchaser and, to the obligation Knowledge of Parent Purchaser, the other parties thereto enforceable in accordance with their respective terms, (ii) the Debt Commitment Letters are in full force and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration effect and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any are valid and binding obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection withPurchaser and, or as a result ofto Purchaser’s knowledge, the Transactionsother parties thereto enforceable in accordance with their respective terms, including and (iii) the Merger and payment of all fees and expenses Commitment Letters are not subject to any conditions precedent related to the foregoingfunding of the net proceeds of the Financing that are not set forth in the copies of the Commitment Letters attached hereto as Exhibit B-1 and Exhibit B-2. (c) The Debt Commitment Letter is in full force and effect and has Letters have not been withdrawn, rescinded or terminated or otherwise amended, supplemented amended or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreementdate hereof and the respective commitments contained in the Commitment Letters have not been terminated, is a valid and binding obligation of Parent and enforceable against it in accordance with its termsreduced, and, withdrawn or rescinded prior to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements hereof. (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letterd) relating to any Prohibited Changes with respect to the Debt Financing. As of the date hereof, neither any Investor nor any Financing Source has notified Purchaser of this Agreementits intention to terminate any of the Commitment Letters or not to provide the Financing. (e) As of the date hereof, Purchaser is not in default or breach under any term or condition of the Commitment Letters and no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, by Purchaser under any term or condition of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion Letters. As of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waiveddate hereof, neither Parent nor Merger Sub Purchaser has no reason to believe that it or any Debt Financing Source would other party thereto will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required conditions to the Financing to be satisfied by such Person. Parent pursuant to the Commitment Letters on the Closing Date. (f) Assuming (i) the Financing is funded in accordance with its terms and conditions and (ii) the satisfaction of the conditions to Purchaser’s obligations to consummate the transaction set forth in Section 11.2, the net proceeds from the Financing will be sufficient to consummate the transaction contemplated herein. (g) There are no side letters, understandings or Merger Sub other agreements or arrangements relating to the Financing to which Purchaser or any of its Affiliates are a party that impose conditions to the funding of the Financing, other than the Commitment Letters. (h) Purchaser or an Affiliate thereof on its behalf has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter Letters to be paid on or before by the date of this Agreementhereof. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related Subject to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunderterms thereof, including their obligations the termination provisions thereof, the Equity Commitment Letters provide, and will continue to consummate provide, that the Transactions, are not subject to, or conditioned on, receipt of Company is a third party beneficiary thereof and is entitled to enforce the debt financing under the Debt Equity Commitment Letter or otherwiseLetters in accordance with section 14.10(b).

Financing. (a) Parent has delivered to the Company a true true, complete and complete copy correct copies, including all exhibits, schedules or amendments thereto, of a the fully executed (i) commitment letter letters, each dated as of the date of this Agreement, between Parent and F.L.P. Trust #▇▇, ▇.▇. ▇▇▇▇ ▇▇▇▇▇ ▇, ▇.▇.▇. Trust #11, P.G. ▇▇▇ Trust M and P.G. ▇▇▇ Trust (together with any term sheet relating theretoeach, a “Sponsor” and collectively, the “Sponsors”), respectively, and attached hereto as Exhibit A (together, the “Equity Commitment Letters”), pursuant to which each of the Sponsors has committed, upon the terms and subject to the conditions set forth therein, to invest in Parent the cash amounts set forth in its Equity Commitment Letter (together, the “Equity Financing”), and (ii) commitment letter, dated as of the date of this Agreement Agreement, among Parent, Sub and JPMorgan Chase Bank, N.A. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and attached hereto as Exhibit B (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter” and together with the Equity Commitment Letters, the “Financing Commitments”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) Lender Parties have committed, upon the terms and subject to the terms and conditions set forth therein, to lend the amounts set forth therein for in the purposes set forth therein Debt Commitment Letter (the “Debt Financing” and together with the Equity Financing, the “Financing”). In no event will the receipt of the Financing by Parent has also delivered or Sub (or any other financing transaction) be a condition to the Company true and complete copies any of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms Parent or similar concepts) may have been redactedSub’s obligations hereunder. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations None of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and Financing Commitments has not been withdrawn, rescinded or terminated or otherwise amended, supplemented amended or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution date of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid the respective commitments contained in the Financing Commitments have not been modified, withdrawn, terminated or rescinded in any respect. As of the date hereof, except for (i) the Debt Fee Letter, (ii) the Financing Commitments and binding obligation against each (iii) customary engagement letters with respect to debt securities that may form part of the Debt Financing Source and enforceable against each (none of which would adversely affect the amount or availability of the Debt Financing Source in accordance with its termsFinancing), in each case subject to the General Enforceability Exceptions. There there are no other agreements, side letters or other Contracts arrangements to which Parent or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) Sub is a party relating to any Prohibited Changes with respect to the Debt funding or investing of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legally valid and binding obligations of this AgreementParent and Sub, no event has occurred whichas applicable, with or without noticethe other parties to the Equity Commitment Letters and, lapse of time or both, could constitute a default or breach on to the part knowledge of Parent, Merger Sub or, the other parties to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the ClosingLetter. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there There are no conditions precedent between Parent or Sub, on the one hand, and any other contingencies party to the Financing Commitments or the executed fee letter, dated as of the date hereof, among Parent, Sub and JPMorgan Chase Bank, N.A. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (a true, complete and correct copy of which has been furnished to the Company with the pricing terms, fee amounts and certain economic terms redacted) (the “Debt Fee Letter”), on the other hand, related to the funding of the full amount of the Financing (including any “flex” provisions contained in the Debt Financing immediately prior to the ClosingFee Letter), other than as expressly set forth in the Debt Commitment LetterFinancing Commitments. For Assuming (i) the avoidance of doubt, Parent representations and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt warranties of the debt financing Company in this Agreement are true and correct (without regard, in the case of the representations contained in Section 4.07, to any qualification by or reference to “Company Material Adverse Effect”), (ii) the Company has performed and complied with its covenants under this Agreement, (iii) the conditions set forth in Article VII have been satisfied and (iv) the Financing is funded in accordance with the Financing Commitments, the proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of the Company, will be sufficient for Parent to pay the Merger Consideration and all related fees and expenses at the Closing and to provide for any required repayment or refinancing of Indebtedness of the Company. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Sub under the Debt Commitment Letter Financing Commitments, and Parent does not have any reason to believe that any of the conditions to the Financing Commitments will not be satisfied or otherwisethat the Financing will not be available to Parent or Sub, as applicable, on the Closing Date. Parent has fully paid all commitment fees and other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments and will pay in full all amounts due on or before the Closing Date.

Financing. (a) Parent Buyer has delivered to provided the Company a true and complete copy of with (i) a fully executed commitment letter (together with any term sheet relating thereto)from Bank of America, N.A., Banc of America Securities LLC, Bank of America Bridge LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. dated as of May 31, 2005 (collectively, the date of this Agreement “Lender”) that has been accepted by Buyer (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter” and the financing to be provided thereunder, the “Debt Financing”) committing the Lender and/or its Affiliates (subject to the terms and conditions thereof) to provide the Debt Financing in support of the Transactions. Buyer has provided the Company with a fully executed commitment letter from ▇▇▇▇ Capital Fund VIII, LP (the “Equity Commitment Letter,” and together with the Debt Commitment Letter, the “Commitment Letters”), accepted by Buyer, pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements▇▇▇▇ Capital Fund VIII, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have LP has committed, subject to the terms and conditions set forth therein, to lend provide the amounts set forth therein for the purposes set forth therein cash equity financing (the “Debt Equity Financing”). Parent has also delivered to the Company true ,” and complete copies of any fee letter entered into in connection together with the Debt Commitment Letter (any such fee letterFinancing, a the “Fee LetterFinancing”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating ) to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or Buyer in connection with the Transactions. As of the date hereof, including the Mergerobligations to fund the commitments under the Commitment Letters are not subject to any condition other than as set forth in the Commitment Letters or as otherwise set forth herein. Subject to the accuracy of the representations and warranties of the Company set forth in Article III hereof, by Parent or except as set forth in Section 4.05 of the Buyer Disclosure Schedule, as of the date hereof, neither Buyer nor Merger Sub is aware of any fact or occurrence existing that makes any obligations of the Surviving Corporation assumptions or its Subsidiaries statements set forth in the Commitment Letters inaccurate, that become due causes the Commitment Letters to be ineffective or that precludes the satisfaction of the conditions set forth in the Commitment Letters. To the knowledge of Buyer and payable in connection with, or as a result ofMerger Sub, the Transactions, including the Merger Commitment Letters have been duly executed by all parties thereto and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date hereof. All commitment and other fees required to be paid under the Commitment Letters on or prior to the date hereof have been paid. Assuming the funding of this Agreement, is a valid and binding obligation against each Debt the Financing Source and enforceable against each Debt Financing Source under the Commitment Letters in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters terms thereof and any agreements entered into after the date terms of this Agreement that are expressly and the accuracy of the representations and warranties set forth in Article III hereof, Buyer will have available to it at Closing funds sufficient to pay the aggregate Merger Consideration, Option Amount, amounts required to refinance the Company’s indebtedness as contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any pay all fees and all commitment fees or other fees required by the Debt Commitment Letter expenses to be paid on by Buyer, the Company or before the date any of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies their respective Affiliates related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent Transactions and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwisecontemplated hereby.

Financing. (ai) Parent has delivered to the Company a true true, complete and complete correct copy of a fully the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement hereof among Parent, JPMorgan Chase Bank, N.A. and J.▇. ▇▇▇▇▇▇ Securities LLC (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment LetterFinancing Commitments”), pursuant to which the financial institutions lender party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have has committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein of financing the transactions contemplated by this Agreement (including funding of the Exchange Fund) and related fees and expenses and the refinancing of outstanding indebtedness of the Company (the “Debt Financing”). Parent has also delivered to the Company true a true, complete and correct copy of the executed commitment letter, dated as of the date hereof, among Parent, Merger Sub and Carlyle Partners V, L.P. (collectively, the “Equity Financing Commitments” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which the investor party thereto has committed, subject to the terms and conditions set forth therein, to invest in Parent the cash amounts set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Except for a fee letter relating to fees with respect to the Debt Financing and an engagement letter (complete copies of any which have been provided to the Company, with only fee letter entered into in connection with amounts and certain economic terms of the market flex redacted, provided that Parent shall have advised the Company of the maximum total amount of fees (including original issue discount) and expenses payable by Parent under the Debt Commitment Letter (any such fee letter, a “Fee Letter”Financing), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations as of the Surviving Corporation date hereof there are no side letters or its Subsidiaries that become due and payable in connection withother agreements, Contracts or as a result of, the Transactions, including the Merger and payment of all fees and expenses arrangements related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawnfunding or investing, rescinded or terminated or otherwise amendedas applicable, supplemented or modified in any respect, except of the Financing other than as may be permitted by Section 5.3. The Debt Commitment Letter, expressly set forth in the form Financing Commitments delivered to the Company prior to the execution date hereof. As of this Agreementthe date hereof, is a valid the Financing Commitments are in full force and effect and are the legal, valid, binding obligation and enforceable obligations of Parent and enforceable against it in accordance with its termsMerger Sub, as the case may be, and, to the Knowledge of Parent as and Merger Sub, each of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptionsother parties thereto. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no No event has occurred which, that would constitute a breach or default (or with notice or without notice, lapse of time or both, could both would constitute a default default) by Parent or breach on the part of Parent, Merger Sub under the Financing Commitments, or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub Sub, any other parties to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such PersonCommitments. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the ClosingFinancing, other than as expressly set forth in or expressly contemplated by the Debt Commitment LetterFinancing Commitments. For Assuming the avoidance accuracy of doubtthe representations and warranties set forth in Section 5.1(b) and performance in all material respects by the Company of its obligations under this Agreement, Parent and Merger Sub acknowledge will have at and agree that their respective obligations hereunderafter the Closing funds sufficient to (i) pay the aggregate Per Share Merger Consideration, including their obligations (ii) pay any and all fees and expenses required to consummate be paid by Parent, Merger Sub and the TransactionsSurviving Corporation in connection with the Merger and the Financing, are not subject to, or conditioned on, receipt (iii) pay for any refinancing of any outstanding indebtedness of the debt financing Company contemplated by this Agreement or the Financing Commitments (including by making the contributions to the Surviving Corporation required under Section 6.18(e)) and (iv) satisfy all of the Debt Commitment Letter or otherwiseother payment obligations of Parent, Merger Sub and the Surviving Corporation contemplated hereunder.

Financing. (a) Parent has received and accepted, and delivered to the Company a true complete and complete copy correct copies of, (i) the fully executed commitment letter and redacted fee letter (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that such redacted terms do not relate to any terms that could adversely affect the conditionality of or the amount of cash proceeds available to Parent and Merger Subsidiary), each dated as of November 26, 2017 (the “Debt Commitment Letters”), from ▇▇▇▇▇ Capital Markets LLC (collectively with any other agents, arrangers, managers, lenders and other entities from time to time party thereto and such Persons’ Affiliates, successors and assigns, the “Debt Financing Sources”) confirming their respective commitments to provide Parent with debt financing in connection with the Transactions (the “Debt Financing”) and (ii) a fully executed commitment letter (the “Equity Commitment Letter,” and together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereofDebt Commitment Letters, the “Debt Financing Commitment LetterLetters”), pursuant to which ) from the financial institutions party thereto parties listed on Annex A hereto (the “Equity Financing Sources” and together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings Sources, the “Financing Sources”) confirming the respective counterparties’ commitments to provide Parent with equity financing in an amount up to the aggregate amount set forth therein in connection with the Transactions and (the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, “Equity Financing,” and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectivelythe Debt Financing, the “Debt Financing”). Assuming that the Financing Sources” and each, a “Debt contemplated by the Financing Source”) have committed, subject to Commitment Letters is fully funded on the terms and conditions set forth therein, Parent and Merger Subsidiary will have at and after the Closing funds sufficient to lend pay the amounts set forth therein for aggregate Merger Consideration upon the purposes set forth therein (terms contemplated by this Agreement, consummate the “Debt Financing”). Parent has also delivered Merger and pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redactedthis Agreement. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Equity Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it Merger Subsidiary and the other parties thereto. The Company is a third-party beneficiary of the Equity Commitment Letter on the terms set forth therein. Each of the Debt Commitment Letters is in accordance with its terms, full force and effect and is a valid and binding obligation of Merger Subsidiary and, to the Knowledge of Parent as of Parent, the date of this Agreement, is a valid and binding obligation against each Debt Financing Source Sources. Parent or Merger Subsidiary has fully paid, or caused to be paid, any and enforceable against each Debt all commitment or other fees in connection with the Financing Source in accordance with its terms, in each case subject Commitment Letters that are payable on or prior to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt FinancingDate. As of the date Agreement Date, (i) none of this Agreementthe Financing Commitment Letters have been amended or modified in any respect, (ii) the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, (iii) no event has occurred which, with or without notice, lapse of time or both, could would or would reasonably be expected to constitute a default or breach on the part of Parent, Parent or Merger Sub Subsidiary or, to the Knowledge of Parent, any Debt Financing Source, other party thereto under any term of the Debt Financing Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Letter, and (iv) Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has no reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of closing of the Debt Commitment Letter Financing that is required to be satisfied by such Person. will not be satisfied, or that the Financing will not be made available to Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreementthe Closing. Parent acknowledges and agrees that there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior other than the conditions precedent set forth in the Financing Commitment Letters. There are no side letters or other Contracts to which Parent or any of its Affiliates is a party related to the Closingfunding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Debt Financing Commitment Letter. For Letters furnished to the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations pursuant to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwisethis Section 4.9.

Financing. (a) Parent has delivered to the Company a true true, complete and complete correct copy of a the fully executed debt commitment letter (letter, together with any term sheet relating theretorelated fee letters (in the case of the fee letters, redacted for flex terms, fees, and other economic terms), dated as of the date of this Agreement Agreement, by and among the Financing Parties party thereto, Parent and PSOC (as amended or replaced in accordance with Section 5.3 hereoftogether, the “Debt Parent Commitment Letter”), pursuant to which which, upon the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions terms and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, the Financing Parties party thereto have agreed to lend the amounts set forth therein for the purposes set forth therein (the “Debt Parent Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to a true, complete and correct copy of the execution fully executed debt commitment letter, together with any related fee letters (in the case of this Agreementthe fee letters, is a valid and binding obligation of Parent and enforceable against it in accordance with its redacted for flex terms, andfees, to the Knowledge of Parent and other economic terms), dated as of the date of this Agreement, is a valid by and binding obligation against each Debt among the Financing Source Parties party thereto, Parent and enforceable against each Debt Financing Source in accordance PSOC (together, the “Dropdown JV Commitment Letter” and, together with its termsthe Parent Commitment Letter, in each case the “Commitment Letters”), pursuant to which, upon the terms and subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements conditions set forth therein, the Financing Parties party thereto have agreed to lend the amounts set forth therein (except for any Fee Letters and any agreements entered into after the “Dropdown JV Financing” and, together with the Parent Financing, the “Financing”). (c) As of the date of this Agreement that Agreement, the Commitment Letters are expressly contemplated by in full force and constitute the Debt Commitment Letter) relating to any Prohibited Changes with respect valid, binding and enforceable obligation of Parent and, to the Debt Financingknowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date of this Agreement, there are no event has occurred whichconditions precedent related to the funding of the full amount of the Financing other than the conditions precedent expressly set forth in the Commitment Letters (such conditions precedent, with the “Financing Conditions”). (d) As of the date of this Agreement, no amendment or without noticemodification to the Commitment Letters is contemplated (other than, lapse for the avoidance of time doubt, amendments to the Commitment Letters solely to add lenders, lead arrangers, bookrunners, syndication agents or bothsimilar entities as parties thereto who had not executed the Commitment Letters as of the date hereof) and the Commitment Letters have not been amended or modified in any manner, could constitute a default and none of the respective commitments contained therein have been terminated, reduced, withdrawn or breach on the part of Parent, Merger Sub rescinded by Parent or, to the Knowledge knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of other party thereto. (e) Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Commitment Letters that are payable on or prior to the date hereof and Parent will, directly or indirectly, continue to pay in full any such amounts required by the Debt Commitment Letter to be paid as and when they become due and payable on or before prior to the date of this Agreement. Parent acknowledges and agrees that there Closing Date. (f) There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the ClosingFinancing, other than as expressly set forth in the Debt Commitment LetterLetters delivered to the Company on or prior to the date hereof. For As of the avoidance date of doubtthis Agreement, Parent has no reason to believe that, assuming (x) the satisfaction of the conditions set forth in Section 6.1 and Merger Sub acknowledge Section 6.2, (y) the accuracy of the representations and agree warranties set forth in Article III and (z) the performance in all material respects by the Company and its Subsidiaries of the covenants and agreements contained in this Agreement, (i) any of the Financing Conditions are not capable of being satisfied on or prior to the Closing Date or (ii) any portion of the Financing necessary to pay the Financing Amount will not be available to Parent or the Dropdown JV, as applicable, on the Closing Date. (g) 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 by Parent or, to the knowledge of Parent, any other party to the Commitment Letters, under the terms and conditions of the Commitment Letters. (h) As of the date of this Agreement, there are no side letters relating to the Commitment Letters or the Financing to which Parent or any of its affiliates is a party that their respective obligations hereunderimpose conditions to the Financing or reduce the amount of the Financing below the amount required to satisfy the Financing Amount. (i) Assuming (x) the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, (y) the accuracy of the representations and warranties set forth in Article III and (z) the performance in all material respects by the Company and its Subsidiaries of the covenants and agreements contained in this Agreement, the aggregate net proceeds from the Financing will be in an amount (the “Financing Amount”), when funded in accordance with the Commitment Letters, and when taken together with cash and other sources of liquidity available to Parent, sufficient to make all payments required to be made by Parent under this Agreement, including their obligations the repayment of any debt required to consummate be repaid in connection with the TransactionsMergers, are not subject to, or conditioned on, receipt the funding of the debt Dropdown JV and all other amounts required to be paid by Parent pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing under by or to Parent or the Debt Commitment Letter or otherwiseDropdown JV be a condition to any of the obligations of the Parent Parties hereunder.

Financing. (a) Parent The Purchaser has delivered to the Company Seller a true complete and complete correct copy of a fully an executed equity commitment letter (together the “Equity Commitment Letter”) from an Affiliate of the Purchaser (“Sponsor”) pursuant to which, and subject to the terms and conditions of which, Sponsor has agreed to provide equity financing to the Purchaser in connection with any term sheet relating theretothe transactions contemplated by this Agreement (the “Equity Financing”). The Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions. The aggregate proceeds contemplated by the Equity Commitment Letter, if funded, will be sufficient to enable the Purchaser to pay the aggregate Purchase Price and satisfy all other pre-closing obligations provided for in, and necessary to consummate the transactions contemplated by, this Agreement. The Equity Commitment Letter provides, and will continue to provide, that the Seller is a third-party beneficiary thereof and is entitled to enforce such agreement, subject to the terms and conditions set forth therein. There are no conditions precedent or other contingencies related to the funding obligations under the Equity Commitment Letter, other than satisfaction of the conditions set forth in Article VI. The Purchaser acknowledges that its obligations under this Agreement and the agreements contemplated hereby, including its obligation to pay the Purchase Price if and when required to hereunder, are not conditioned upon or subject to the availability of funds to the Purchaser. (b) 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 default) on the part of the Purchaser or Sponsor under the Equity Commitment Letter. (c) The Purchaser has delivered to the Seller complete and correct copies of the executed debt commitment letters, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, together with all annexes, schedules and exhibits thereto and any related fee letter, engagement letter or other agreements (solely in the case of the fee letter, redacted in a manner reasonably satisfactory of the Debt Financing Sources (other than with respect to any conditions to the funding under the Debt Commitment Letters on the Closing Date)) (the “Debt Commitment LetterLetters”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with from the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related Sources party thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedpursuant to which, subject to the terms and conditions set forth therein, the Debt Financing Sources have committed to lend the amounts set forth therein for the purposes set forth therein purpose of financing the transactions contemplated by this Agreement (the “Debt Financing”). Parent has also delivered to As of the Company true and complete copies of any fee letter entered into in connection with date hereof, the Debt Commitment Letter Letters are (any such fee letteri) legal, a “Fee Letter”), except that the numerical fees, pricing valid and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any binding obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection withPurchaser and, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. knowledge of the Purchaser, each of the other parties thereto and (cii) The enforceable in accordance with their respective terms against the Purchaser and, to the knowledge of the Purchaser, each of the other parties thereto (in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)). As of the date hereof, none of the Debt Commitment Letter is Letters has been amended, supplemented or modified, and the respective obligations and commitments contained in the Debt Commitment Letters have not been withdrawn, terminated, repudiated or rescinded in any respect, and the Debt Commitment Letters are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as effect. (d) As of the date of this Agreementhereof, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters Purchaser has not received any notice or other Contracts or arrangements (except for communication from any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating party to any Prohibited Changes of the Commitment Letters with respect to (i) any actual or potential breach or default on the Debt part of the Purchaser or any other party to any of the Commitment Letters, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in any of the Commitment Letters or (iii) any intention of such party to terminate any of the Commitment Letters or to not provide all or any portion of the Financing. The Purchaser (both before and after giving effect to any “market flex” provisions contained in the Commitment Letters): (A) has no reason to believe it will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing on the Closing Date; (B) knows of no fact, occurrence, circumstance or condition that would reasonably be expected to (1) cause any of the Commitment Letters or Financing 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 Financing on the Closing Date 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 Commitment Letters on the Closing Date to not be available to the Purchaser on a timely basis; and (C) knows of no potential impediment to the funding of any of the payment obligations of the Purchaser under this Agreement (assuming compliance by the Seller with the provisions hereof and the accuracy of the representations and warranties made by such Persons herein). As of the date of this Agreement, no event has occurred which, with the Purchaser is not aware of any fact or without notice, lapse occurrence that makes any representation or warranty of time the Purchaser in this Agreement or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in Letters inaccurate (assuming the failure of any condition to the Debt Financing or any portion accuracy of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent representations and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied warranties made by such PersonPersons herein). Parent or Merger Sub The Purchaser has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter Letters and Financing to be paid on or before the date of this Agreement. Parent acknowledges , and agrees that there are no conditions precedent the Purchaser will pay when due all other commitment or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing fees arising under the Debt Commitment Letter or otherwiseLetters and Financing as and when they become payable.

Financing. (a) Parent has delivered to the Company a true true, complete and complete copy correct copies of a fully (i) an executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement hereof, from the financial institution named therein (as the same may be amended or replaced in accordance with modified pursuant to Section 5.3 hereof6.2, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedconfirming its commitment, subject to the terms and conditions therein (until such time as the parties thereto enter into the facility agreement on the terms set forth thereinout in the Debt Commitment Letter (the “Facility Agreement”), in which case thereafter, pursuant to such Facility Agreement), to lend provide or cause to be provided the aggregate debt amounts set forth therein for the purposes purpose of financing the transactions contemplated by this Agreement, including the Merger (the “Debt Financing”), (ii) an executed equity commitment letter, dated the date hereof, between China Special Opportunities Fund III, LP (the “Sponsor”) and Holdco and an executed equity commitment letter, dated the date hereof, between ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ and Holdco (collectively, as may be amended, supplemented or otherwise modified from time to time, the “Equity Commitment Letters”) pursuant to which the Sponsor and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ have committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions therein, equity securities of Holdco up to the aggregate amount set forth therein (the “Equity Financing”), and (iii) the Support Agreement (together with the Debt Commitment Letter (until such time as the parties thereto enter into the Facility Agreement), the Facility Agreement and the Equity Commitment Letters, the “Financing Commitments”) pursuant to which, subject to the terms and conditions therein, the Rollover Shareholders have committed to contribute to Holdco, immediately prior to the Effective Time, the number of Company Shares (including Company Shares represented by ADSs) set forth therein and to consummate the transactions contemplated by this Agreement, including the Merger (together with the Debt Financing and the Equity Financing, the “Financing”). Parent has also delivered to the Company true a true, complete and complete copies correct copy of any fee letter entered into in connection with the Debt Commitment Letter Financing (it being understood that any such fee letter provided to the Company may be redacted to omit the numerical and percentage fee amounts and payment dates provided therein) (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations As of the Surviving Corporation or its Subsidiaries that become due and payable date hereof, (i) the Financing Commitments, in connection withthe form so delivered, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is are in full force and effect and has are the legal, valid and binding obligations of Holdco, Parent and Merger Sub and, to the knowledge of Parent, of the other parties thereto, enforceable in accordance with the terms and conditions thereof, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity; (ii) none of the Financing Commitments have been amended or modified and to Parent’s knowledge, no such amendment or modification is contemplated; (iii) the respective commitments contained in the Financing Commitments have not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified rescinded in any respectrespect and, except as to Parent’s knowledge, no such withdrawal, termination or rescission is contemplated, provided that Parent and Merger Sub may be replace, amend or supplement the Financing Commitments to the extent permitted by Section 5.36.2 and (iv) neither Holdco, Parent nor Merger Sub is in breach or default under the Financing Commitments. The Debt Commitment LetterAssuming (i) the Available Company Cash shall equal or exceed the Required Available Cash Amount and (ii) the Financing is funded in accordance with the Financing Commitments, in Parent and Merger Sub will have sufficient funds at the form delivered Effective Time to (1) consummate the Company prior to the execution of transactions contemplated by this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its termsincluding the Merger, and, to on the Knowledge of Parent as of the date of terms contemplated by this Agreement, is a valid and binding obligation against each Debt (2) pay any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject Commitments contain all of the conditions precedent to the General Enforceability Exceptions. There are no side letters obligations of the parties thereunder to make the Financing available to Parent or other Contracts or arrangements (except for any Fee Letters Merger Sub on the terms and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financingconditions therein. As of the date of this Agreement, and subject to the accuracy of the representations and warranties of the Company set forth in Article III and compliance by the Company with its obligations hereunder, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent and Merger Sub at the time required to consummate the transactions contemplated by this Agreement, including the Merger. The Equity Commitment Letters provide that the Company is a third party beneficiary thereto with respect to the provisions therein. Parent and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments that are due and payable prior to the date hereof. There are no side letters that impact the conditionality of the Financing or other agreements to which Parent or Merger Sub is a party related to the funding or investing, as applicable, of the full amount of the Financing other than (i) as expressly set forth in the Financing Commitments, (ii) any Fee Letter, and (iii) any customary engagement letter(s) and non-disclosure agreement(s) that do not impact the conditionality or amount of the Financing. (c) Concurrently with the execution of this Agreement, Parent has caused the Guarantors to deliver to the Company a duly executed Limited Guarantee. The Limited Guarantee is in full force and effect and constitutes a legal, valid, binding and enforceable obligation of each Guarantor, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity, and no event has occurred occurred, which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing Guarantor under the Debt Commitment Letter or otherwiseLimited Guarantee.

Financing. (a) Parent Purchaser has delivered to the Company a true Seller complete and complete copy of a accurate fully executed copies of (i) an equity commitment letter (together with any term sheet relating theretothe “Equity Commitment Letter”), dated as of the date hereof, between Purchaser and the Sponsor, pursuant to which the Sponsor has, among other things, and subject to the terms and conditions thereof, committed to provide equity financing in the amount set forth therein (the “Equity Financing”) to Purchaser in connection with the transactions contemplated hereby, and (ii) a debt commitment letter and a related fee letter (redacted to remove the economic terms, “flex” provisions and other customarily-redacted provisions set forth therein so long as such redacted information does not adversely affect the conditionality or aggregate amount of this Agreement the Debt Financing) (as amended or replaced in accordance with Section 5.3 hereofcollectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”), dated as of the date hereof, among the Debt Financing Sources party thereto and Purchaser, pursuant to which the financial institutions party thereto (together with any other entities that such Debt Financing Sources have committed to provide or arrange or otherwise entered into agreements cause to be provided debt financing to Purchaser in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein transactions contemplated hereby (such debt financing (the “Debt Financing” and, together with the Equity Financing, the “Financing”)). Parent has also delivered As of the date hereof, the aggregate proceeds to be disbursed pursuant to the Company true agreements contemplated by the Commitment Letters, together with all other funds of Purchaser, is, sufficient to allow Purchaser to pay the Adjusted Purchase Price and complete copies of any fee letter entered into expenses incurred by Purchaser in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redactedtransactions contemplated by this Agreement. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as As of the date hereof, the Commitment Letters constitute all of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after between the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes parties thereto with respect to the Debt Financingfinancing arrangements contemplated thereby. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, Commitment Letters are not subject to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term contingency or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies kind whatsoever, including any subsequent approval process, related to the funding of the full amount of the Debt Financing immediately prior to financing contemplated by the ClosingCommitment Letters (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as expressly set forth in the Debt executed copies thereof. As of the date hereof, the Commitment LetterLetters are in full force and effect, constitute the legal, valid and binding obligations of Purchaser and have not been modified or amended in any respect, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded. For As of the avoidance date hereof, (x) neither Purchaser nor any of doubtits Affiliates is in breach of any of the Commitment Letters, Parent and Merger Sub acknowledge (y) neither Purchaser nor any of its Affiliates has knowledge of any breach of the Commitment Letters by any of the other parties thereto. Purchaser has paid in full any and agree that their respective all commitment fees and/or other fees required to be paid on or prior to the date hereof under the terms of the Commitment Letters. The obligations hereunder, including their obligations to consummate the Transactions, of Purchaser under this Agreement are not subject to, or conditioned on, receipt of to any conditions regarding Purchaser’s ability to obtain the debt financing under the Debt Commitment Letter or otherwiseFinancing.

Financing. (a) Parent has delivered provided to the Company a true true, accurate and complete copy copies of a (i) the fully executed commitment letter (together with any term sheet relating thereto)securities purchase agreement, dated as of the date of this Agreement Agreement, by and among Parent, Green Equity Investors V, L.P., a Delaware limited partnership and Green Equity Investors Side V, L.P., a Delaware limited partnership, as to which the Company is a named third party beneficiary, and the fully executed equity commitment letter, dated as of the date of this Agreement, addressed to the Company (as amended or replaced in accordance with Section 5.3 hereoftogether, the “Debt "Equity Commitment Letter”Letters"), pursuant to which the financial institutions party thereto (together with any other entities that Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P. have committed to provide or arrange or otherwise entered into agreements in connection with cause to be provided the cash amounts set forth therein to provide equity financing pursuant to the securities purchase agreement to Parent and/or Merger Sub, and (ii) a fully executed debt commitment letter, dated as of the date hereof (the "Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, Commitment Letter" and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectivelythe Equity Commitment Letters, the “Debt "Financing Sources” Commitments") pursuant to which, and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth thereof, the lenders party thereto have committed to provide Merger Sub with loans in the amounts described therein, the proceeds of which are to lend be used in part to consummate the amounts set forth therein for Merger and the purposes set forth therein other transactions contemplated hereby and pay related fees and expenses (the “"Debt Financing”). Parent has also delivered " and together with the equity financing pursuant to the Company true and complete copies of any fee letter entered into in connection with Equity Commitment Letter, the Debt Commitment Letter (any such fee letter, a “Fee Letter”"Financing"), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations As of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, date of this Agreement: (i) each of the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is Financing Commitments are in full force and effect and has have not been withdrawn, rescinded withdrawn or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter; (ii) each of the Financing Commitments, in the form delivered to the Company prior to the execution of this Agreementso delivered, is a legal, valid and binding obligation of Parent and enforceable against it in accordance with its terms, and/or Merger Sub and, to the Knowledge knowledge of Parent Parent, the other parties thereto; (iii) other than customary letters with respect to fees or indemnities or as disclosed to the Company, there are no other agreements, side letters or arrangements relating to the Financing Commitments; (iv) assuming the accuracy and completeness of the date representations and warranties of the Company contained in Article III and performance by the Company of its covenants and agreements in this Agreement, is a valid and binding obligation against each Debt Financing Source the accuracy and enforceable against each Debt Financing Source in accordance with its termscompleteness of the representations and warranties, and performance of the covenants and agreements, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Voting Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreementparties thereto, no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Parent or Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term or condition of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion Commitments; and (v) assuming satisfaction of the Debt Financing contemplated thereby conditions (other than those to be unavailable satisfied at the Closing. Assuming the conditions ) to the obligation of Parent Parent's and Merger Sub Sub's obligations to consummate the Merger have been satisfied or waivedas set forth herein, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would could be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required closing to be satisfied by such Personit contained in the Financing Commitments. Parent or and/or Merger Sub has have fully paid any and all commitment fees or other fees required by the Debt Commitment Letter Financing Commitments to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no The Financing Commitments contain all of the conditions precedent or other contingencies related to the funding obligations of the full amount parties thereunder to make the Financing available to Parent or Merger Sub on the terms therein. Subject to the terms and conditions of the Debt Financing immediately prior to Commitments, and assuming the Closingaccuracy and completeness of the representations and warranties of the Company contained in Article III and performance by the Company of its covenants and agreements in this Agreement, other than as expressly set forth and the accuracy and completeness of the representations and warranties, and performance of the covenants and agreements, in the Debt Commitment Letter. For Voting Agreement by the avoidance parties thereto, the Table of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.Contents

Financing. (a) Parent has and Acquisition Sub have previously delivered to the Company a true and complete copy of the following: (i) (x) a fully executed commitment letter (together the "Real Estate Debt Letter") from Bank of America, N.A. (the "Real Estate Lender") and accepted by Parent, providing the detailed terms and conditions upon which the Real Estate Lender has committed to provide Parent and Acquisition Sub with any term sheet relating theretosecured real estate financing in connection with the Merger in an aggregate amount equal to $700 million and (y) a fully executed commitment letter (each, a "Senior Debt Letter") from each of Bank of America Retail Financial Group and Back Bay Capital Funding LLC (each, a "Senior Debt Lender," and collectively with the Real Estate Lender, the "Lenders") and accepted by Parent, providing the detailed terms and conditions upon which the Senior Debt Lenders have committed to provide Parent and Acquisition Sub with senior debt financing in connection with the Merger in an aggregate amount equal to $415 million, and (ii) a fully executed letter (the "Equity Commitment Letter"), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”)accepted by Parent, pursuant to which the financial institutions party thereto (together with any other entities that have Marathon has committed to provide or arrange or otherwise entered into agreements equity financing to Parent and Acquisition Sub in an aggregate amount of $27 million and Mr. Jack W. Eugster ("Eugster") has committed to provide equity financ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ Merg▇▇ ▇▇▇ in an aggregate amount of $3 million (the Equity Commitment Letter, together with the Real Estate Debt Letter and the Senior Debt Letters, the "Financing Letters"). The financing contemplated by the Financing Letters (the "Financing"), together with the excess cash and option proceeds referred to therein, are sufficient to pay the aggregate Merger Consideration and Option Consideration, any amounts due under the Credit Facility and any amounts due in connection with the Debt Financing or other financings in connection with the Transactions Offer and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses to be paid by Parent, Acquisition Sub, the Company or any of their respective Affiliates related to the foregoing. transactions contemplated hereby (c) the sum total of the foregoing amounts, the "Required Cash Amount"). The Debt Commitment Letter is Financing Letters are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt hereof. The obligations to fund the commitments under the Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case Letters are not subject to any condition other than as set forth in the General Enforceability ExceptionsFinancing Letters. There are no side letters Parent is not aware of any fact or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after occurrence existing on the date of this Agreement that are expressly contemplated by causes the Debt Commitment Letter) relating Financing Letters to any Prohibited Changes be ineffective with respect to Parent, Acquisition Sub or the Debt Financing. As Merger, and Parent has no reason, as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub orhereof, to the Knowledge believe that any of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate Financing contemplated by the Merger have been Financing Letters within Parent's control will not be satisfied or waived, neither that the Financing will not be made available to Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseClosing Date.

Financing. (a) Parent has delivered to the Company a true true, complete and complete copy correct copies of a fully (i) the executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, among Parent and the Guarantors (the “Debt Equity Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) Guarantors have committed, subject to the terms and conditions thereof, to invest in Parent the cash amounts set forth thereintherein (the “Equity Financing”), and (ii) the executed commitment letter, dated as of the date hereof, among Parent, Merger Sub and [●] (the “Debt Commitment Letter”, together with the Equity Commitment Letter, the “Financing Letters”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions accuracy of the representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company of its obligations hereunder, the amount of funds to be provided pursuant to the obligation Financing Letters, if funded in accordance with the terms of Parent and Merger Sub the Financing Letters together with at least $[●] of Available Cash will be sufficient to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to (i) pay the aggregate Per Share Merger Consideration and to all holders of Shares (other than any other Shares that are the subject of Section 2.6(d)), including the amounts payable pursuant to this Agreement or in connection with Section 2.8, (ii) repay the Transactionsprincipal and interest on all indebtedness outstanding under the Credit Facilities, including and (iii) pay any and all fees and expenses required to be paid at the Merger, Closing by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including with the Merger and payment of all fees and expenses related to the foregoingFinancing. (c) The Debt Commitment Letter is As of the date hereof, the Financing Letters are in full force and effect effect. Other than as set forth in the Financing Letters and has not been withdrawnany fee letter (a “Fee Letter” and, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The together with the Debt Commitment Letter, in the form delivered “Debt Financing Letters”), a copy of which has been provided to the Company prior to the execution of this Agreementdate hereof (except that only the fee amounts, is a valid consent fees, price caps (including price caps in any securities demand provisions) and binding obligation of Parent and enforceable against it in accordance with its termseconomic “flex” provisions set forth therein have been redacted), and, there are no conditions precedent related to the Knowledge of Parent as funding of the date full net amount of this Agreementthe Financing that would, is a valid and binding obligation against each Debt or would reasonably be expected to, (i) impair the validity of the Financing Source and enforceable against each Debt Financing Source in accordance with its termsLetters, in each case subject to (ii) reduce the General Enforceability Exceptions. There are no side letters aggregate amount of the Financing, or other Contracts (iii) prevent or arrangements (except for any Fee Letters and any agreements entered into after materially delay the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt FinancingClosing. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach on the part of Parent, Parent or Merger Sub or, to the Knowledge of Parent, any Debt Financing Sourceof the other parties thereto, under the Financing Letters, other than any term of such default or breach that has been waived by the Debt Commitment Letter Guarantors or the Financing Sources, as the case may be, or otherwise result cured in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied manner by such Person. Parent or Merger Sub has fully paid any and all commitment fees to the satisfaction of the Guarantors or other fees required by the Debt Commitment Letter to be paid on or before Financing Sources, as the case may be. As of the date of this Agreement. Parent acknowledges and agrees that hereof, there are no conditions precedent side letters or other contingencies related Contracts imposing conditions upon the Financing other than the Financing Letters, any Fee Letter, and any engagement letter relating to any offering of debt securities in connection with the funding of the full amount of the Debt Financing immediately prior to the Closing, transactions contemplated hereby other than as expressly set forth in the Debt Commitment LetterFinancing Letters delivered to the Company prior to the date hereof. For As of the avoidance of doubtdate hereof, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject tohave fully paid, or conditioned oncaused to be fully paid, receipt 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 debt financing under the Debt Commitment Letter or otherwiseFinancing Letters.

Financing. (a) Parent As of the date hereof, (i) ▇▇ ▇▇▇▇▇ has delivered received an executed copy of the JV Equity Commitment Letter from the Investors pursuant to which the Investors have committed to provide to JV Buyer the amount of cash equity financing as set forth in the JV Equity Commitment Letter, subject solely to the Company a true terms and complete copy of a fully conditions expressly set forth therein, and which provides, and shall continue to provide, that Seller is an express third party beneficiary therein (the equity financing committed pursuant to the JV Equity Commitment Letter, the “JV Equity Financing”), (ii) JV Buyer has received an executed debt commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement hereof (such commitment letter, including all attached exhibits, schedules, annexes and term sheets thereto, and including any fee letters associated therewith as amended or replaced in accordance with Section 5.3 hereofdescribed below, collectively, the “JV Debt Commitment Letter” and, together with the JV Equity Commitment Letter, the “JV Commitment Letters”) and one or more executed fee letters associated therewith (each, a “JV Fee Letter”) from the lenders party thereto (collectively, the “JV Lenders” and together with any other Debt Financing Source for the JV Debt Financing and the Investors, the “JV Financing Sources”), pursuant to which the financial institutions party thereto JV Lenders have committed, subject solely to the terms and conditions expressly set forth in the JV Debt Commitment Letter, to provide JV Buyer the amount of financing set forth in the JV Debt Commitment Letter, the proceeds of which are to be used to fund the JV Asset Sale and the other payment obligations required to be paid on the Closing Date by JV Buyer (the “JV Debt Financing” and, together with any other entities that the JV Equity Financing, the “JV Financing”), (iii) ▇ ▇▇▇▇▇ has received an executed copy of the B Buyer Equity Commitment Letter from the Investors pursuant to which the Investors have committed to provide or arrange or otherwise entered into agreements to B Buyer the amount of cash equity financing as set forth in connection the B Buyer Equity Commitment Letter, and subject solely to the terms and conditions expressly set forth therein, and which provides, and shall continue to provide, that Seller is an express third party beneficiary therein (the equity financing committed pursuant to the B Buyer Equity Commitment Letter, the “B Buyer Equity Financing”; the B Buyer Equity Financing, together with the Debt Financing or other financings in connection with JV Equity Financing, the Transactions “Equity Financing”) and (iv) B Buyer has received an executed debt commitment letter, dated as of the parties to any joinder agreementsdate hereof (such commitment letter, indentures or credit agreements entered pursuant thereto or related including all attached exhibits, schedules, annexes and term sheets thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assignsincluding any fee letters associated therewith as described below, collectively, the “B Buyer Debt Financing SourcesCommitment Letter” and, together with the B Buyer Equity Commitment Letter, the “B Buyer Commitment Letters” and, the B Buyer Commitment Letters together with the JV Commitment Letters, the “Commitment Letters”) and one or more executed fee letters associated therewith (each, a “B Buyer Fee Letter” and, together with the JV Fee Letters, the “Fee Letters”) from the lenders party thereto (collectively, the “B Buyer Lenders”; the B Buyer Lenders, together with the JV Lenders, the “Lenders”; the B Buyer Lenders, together with any other Debt Financing SourceSource for the B Buyer Debt Financing and the Investors, the “B Buyer Financing Sources”) ; and the B Buyer Financing Sources together with the JV Financing Sources, the “Financing Sources”), pursuant to which the Lenders have committed, subject solely to the terms and conditions expressly set forth thereinin the B Buyer Debt Commitment Letter, to lend provide B Buyer the amounts amount of financing set forth therein for in the purposes set forth therein B Buyer Debt Commitment Letter, the proceeds of which are to be used to fund the B Buyer Asset Sale and the other payment obligations required to be paid on the Closing Date by B Buyer (the “B Buyer Debt Financing” and, together with (x) the B Buyer Equity Financing, the “B Buyer Financing” and (y) the JV Debt Financing together with the B Buyer Debt Financing is collectively referred to as, the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection The B Buyer Financing together with the Debt Commitment Letter (any such fee letterJV Financing is collectively referred to as, a the “Fee LetterFinancing”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming A true, correct and complete copy of each fully executed Commitment Letter has been provided to Seller and ▇▇▇▇▇▇ as of the conditions date hereof, except that the provisions in any such Fee Letters related solely to fee amounts, yield, interest rate or other price caps, original issue discount amounts, successful syndication levels, other economic terms, and, if applicable, the obligation economic components of Parent and Merger Sub “flex terms” may have been redacted in a customary manner; provided, however, that no redacted term (i) provides that the aggregate amount or net cash proceeds of any Debt Financing could be reduced other than by fees to be paid or original issue discount; provided, further, that no such reduction shall result in the net cash proceeds of (x) the JV Debt Financing to be funded on the Closing Date being reduced below the amount necessary to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the TransactionsJV Asset Sale, including the Merger, by Parent or Merger Sub or any obligations payment of the Surviving Corporation JV Buyer Purchase Price and satisfaction of all other payment obligations required to be paid on the Closing Date by JV Buyer hereunder or its Subsidiaries that become due and payable in connection with, respect of the JV Debt Financing or as a result of, (y) the TransactionsB Buyer Debt Financing to be funded on the Closing Date being reduced below the amount necessary to consummate the B Buyer Asset Sale, including the Merger and payment of the B Buyer Purchase Price and satisfaction of all fees and expenses related other payment obligations required to be paid on the Closing Date by B Buyer hereunder or in respect of the B Buyer Debt Financing, (ii) imposes any additional conditions or other contingencies to the foregoingfunding of any Debt Financing on the Closing Date (or otherwise amends, modifies or expands any conditions or other contingencies to the funding of any Debt Financing on the Closing Date in a manner adverse to the applicable Buyer), (iii) affects the availability or timing of the funding of all or any portion of any Debt Financing or (iv) affects the enforceability of any Debt Commitment Letter. (c) The Debt As of the date hereof, each applicable Buyer has fully paid any and all commitment fees and any and all other fees and expenses, if any, in each case, as are required by the Commitment Letters to be paid on or before the date hereof. As of the date hereof, each Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid legal, valid, binding and binding enforceable obligation of Parent and enforceable against it in accordance with its termsthe applicable Buyer, and, to the Knowledge of Parent as of such Buyer, the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its termsother parties thereto, in each case case, subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent other agreements, side letters or other contingencies related arrangements relating to the funding Financing that Investors or any Buyer, is party to that could affect the availability of the full amount Financing or the timing of the Debt Financing immediately prior to the Closing, Closing other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent Letters provided to Seller and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations Everen pursuant to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseSection 5.8(b).

Financing. (a) Parent Purchaser has delivered to the Company a true Seller true, correct and complete copy copies of a fully (i) the executed commitment letter (together with any term sheet relating theretothe “Equity Financing Letter”), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”)from STG III, pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreementsL.P., indentures or credit agreements entered pursuant thereto or related theretoa Delaware limited partnership, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assignsSTG III-A, L.P., a Delaware limited partnership (collectively, the “Debt Financing Sources” and each, a “Debt Financing SourceEquity Provider”) have committedto provide, subject to the terms and conditions set forth therein, to lend equity financing in the amounts aggregate amount set forth therein for (the purposes “Equity Financing”) and (ii) the executed commitment letter from ▇▇▇▇▇ Fargo Capital Finance, LLC to provide, subject to the terms and conditions therein, senior secured financing, and the executed commitment letter from Special Value Continuation Partners, LP, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC and ▇▇▇▇▇▇▇▇▇▇ Opportunities Partners V, LP to provide, subject to the terms and conditions therein, mezzanine debt financing (the “Debt Financing Letters” and together with the Equity Financing Letter, the “Financing Letters”), each in the aggregate amount set forth therein (the “Debt Financing”, and together with the Equity Financing, the “Financing”). Parent As of the date hereof, the Financing Letters have not been amended or modified, no such amendment or modification is contemplated, and the commitments contained in such letters have not been withdrawn or rescinded in any respect. Purchaser has also delivered to the Company true fully paid any and complete copies of any fee letter entered into all fees in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except Financing Letters that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms are payable on or similar concepts) may have been redacted. (b) Assuming the conditions prior to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waiveddate hereof, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactionsand, including the Merger, by Parent or Merger Sub or any obligations as of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result ofdate hereof, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is Financing Letters are in full force and effect and has not been withdrawnare the valid, rescinded or terminated or otherwise amendedbinding and enforceable obligations of Purchaser, supplemented or modified in any respectand to the knowledge of Purchaser, except as may be permitted by Section 5.3the other parties thereto. The Debt Commitment Letternet proceeds of the Financing will, in the form delivered aggregate, be sufficient for Purchaser to pay the Company prior Purchase Price and any other amounts required to be paid in connection with the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as consummation of the date of this Agreement, is a valid Contemplated Transactions and binding obligation against each Debt Financing Source to pay all related fees and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financingexpenses. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could would constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent, Merger Sub or, to Purchaser under the Knowledge Financing Letters. As of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement, there are no side letters or other agreements, arrangements or understandings relating to the Financing to which Purchaser or any of their Affiliates is a party. Parent acknowledges and agrees that The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Purchaser on the terms therein, and, except as set forth in the Financing Letters, there are no conditions precedent or other contingencies related to the funding obligations of the full Persons providing the Financing or any contingencies that would permit such Persons to reduce the total amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseFinancing.

Financing. (a) Parent Buyer has delivered to Sellers complete and correct copies, as of the Company a true date of this Agreement, of: (i) executed equity commitment letters dated as of the date of this Agreement (the “Equity Funding Letters”) from certain parties (the “Equity Providers”) to provide in connection with the transactions contemplated by this Agreement and complete copy of a fully the Ancillary Agreements, subject only to the terms and conditions therein, equity financing in the aggregate amounts set forth therein (being collectively referred to as the “Equity Financing”), and (ii) an executed commitment letter (together with any term sheet relating thereto)letter, dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter” and, together with the Equity Funding Letters, the “Financing Letters”), pursuant to which from the financial institutions party thereto identified therein (such institutions, together with any other entities that have committed the Equity Providers, the “Financing Sources”) to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions transactions contemplated by this Agreement and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedAncillary Agreements, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing”). Parent has also delivered to the Company true , and complete copies of any fee letter entered into in connection together with the Debt Commitment Letter (any such fee letter, a Equity Financing collectively referred to as the “Fee LetterFinancing”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on neither the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Equity Funding Letters nor Debt Commitment Letter has been amended or otherwise result modified and the respective commitments contained in the failure of such letters have not been withdrawn or rescinded in any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closingrespect. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub Buyer has fully paid paid, and will pay in full when payable, any and all commitment fees or other fees required by in connection with the Equity Funding Letters, the Debt Commitment Letter to be paid and the Debt Commitment Fee Letter that are payable on or before prior to the date of this Agreement. Parent acknowledges Assuming the Financing is funded in accordance with the terms and agrees that conditions of the Financing Letters and assuming the accuracy of the representations and warranties set forth in Article 3, the net proceeds contemplated by the Equity Funding Letters and Debt Commitment Letter will, together with the cash or cash equivalents available to the Companies, in the aggregate be sufficient for Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements on the terms and conditions contemplated hereby and thereby. (b) Except for an executed fee letter dated as of the date of this Agreement (the “Debt Commitment Fee Letter”) relating to the Financing (a true and complete copy of which has been provided to Sellers, with fee amounts and other economic terms redacted), as of the date of this Agreement there are no side letters or other arrangements related to the Financing other than as expressly set forth in the Financing Letters and the Credit Agreement. The Financing Letters and the Debt Commitment Fee Letter are in full force and effect and are the legal, valid, binding and enforceable obligations of Buyer and, to the knowledge of Buyer, each of the other parties thereto except as enforceability may be limited by the Equitable Exceptions. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the ClosingFinancing, other than (i) with respect to the Equity Financing, as expressly set forth in or expressly contemplated by the Equity Financing Letters and (ii) with respect to the Debt Commitment Letter. For the avoidance of doubtFinancing, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, as expressly set forth in or conditioned on, receipt of the debt financing under expressly contemplated by the Debt Commitment Letter or otherwiseand the Credit Agreements. As of the date of this Agreement, Buyer has taken all actions required to cause the Financing Letters and the Debt Commitment Fee Letter to be effective.

Financing. (a) Parent Buyer has delivered to provided the Company with a true and complete copy non-binding indication of interest (such letter or any substitute letter, as amended, the "Senior Debt Letter"; any financing to be provided thereunder or any substitute financing, the "Senior Debt Financing") from Bank of America, N.A. (the "Lender"). Buyer has provided the Company with a fully executed commitment letter from ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt "▇▇▇▇▇▇▇ Commitment Letter”)") accepted by Buyer, pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) its affiliates have committed, subject to the terms and conditions set forth therein, to lend provide the amounts set forth therein for the purposes set forth therein cash equity and subordinated debt financing (the “Debt "▇▇▇▇▇▇▇ Financing”). Parent has also delivered ") to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or Buyer in connection with the Transactions. Buyer has provided the Company with a fully executed commitment letter from Milestone Partners II, including L.P. (the Merger"Milestone Commitment Letter"; together with the ▇▇▇▇▇▇▇ Commitment Letter, the "Commitment Letters") accepted by Parent or Merger Sub or any obligations Buyer, pursuant to which Milestone Partners II, L.P. has committed, subject to the terms and conditions set forth therein, to provide cash equity financing (the "Milestone Financing"; together with the ▇▇▇▇▇▇▇ Financing and the Senior Debt Financing, the "Financing") to Buyer in connection with the Transactions. As of the Surviving Corporation or its Subsidiaries that become due and payable date hereof, the obligations to fund the commitments under the Commitment Letters are not subject to any condition other than as set forth in connection with, the Commitment Letters or as a result of, the Transactions, including the Merger otherwise set forth herein. The Commitment Letters have been duly executed by all parties thereto and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid hereof. All commitment and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter fees required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by under the Debt Commitment Letter to be paid Letters on or before prior to the date of this Agreementhereof have been paid. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to Assuming the funding of the full amount Financing under the Senior Debt Letter and the Commitment Letters in accordance with the terms thereof and the terms of this Agreement and the accuracy of the Debt Financing immediately prior to the Closing, other than as expressly representations and warranties set forth in Article III hereof (when read in accordance with the Debt Commitment Letter. For applicable standards set forth in Section 7.01), Buyer will have available to it at the avoidance of doubtClosing funds sufficient to pay the aggregate Merger Consideration, Parent the aggregate Option Amount and any other amounts required to be paid by the Buyer under this Agreement in connection with the Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwiseother transactions contemplated hereby.

Financing. (a) Parent Purchaser and CCF Holdings LLC, a Delaware limited liability company and the indirect parent entity of Purchaser (“CCF Holdings”), are each a party to and has delivered to the Company a true and complete copy of accepted a fully executed debt commitment letter dated May 18, 2022 (together with any term sheet relating all exhibits and schedules thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”), ) pursuant to which the financial institutions party thereto (together with any other entities that Lenders have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committedagreed, subject to the terms and conditions set forth thereinthereof, to lend provide debt financing in the amounts set forth therein for therein. Purchaser and CCF Holdings are each a party to and has accepted a fully executed equity commitment letter dated May 18, 2022 (together with all exhibits and schedules thereto, the purposes “Equity Commitment Letter” and together with the Debt Commitment Letter, the “Commitment Letters”) from the equity financing source party thereto (the “Equity Financing Source”) pursuant to which the Equity Financing Source has agreed, subject to the terms and conditions thereof, to provide equity financing in the amounts set forth therein (therein. The debt financing committed pursuant to the Debt Commitment Letter is referred to in this Agreement as the “Debt Financing”). Parent has also delivered ” and the equity financing committed pursuant to the Company true Equity Commitment Letter is referred to in this Agreement as the “Equity Financing” and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a Financing and the Equity Financing are collectively referred to in this Agreement as the “Fee LetterFinancing.”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming Purchaser has delivered to Seller a true, complete and correct copy of the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration executed Commitment Letters and any fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee and other amounts payable pursuant to this Agreement or economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the Transactionsconditionality, including the Mergerenforceability, by Parent availability or Merger Sub or any obligations amount of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoingFinancing. (c) The Debt Except as expressly set forth in the Commitment Letter is in full force Letters, there are no conditions precedent to the obligations of the Lenders or the Equity Financing Source to provide the Financing or any contingencies that would permit the Lenders or the Equity Financing Source to reduce the total amount of the Financing, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. Purchaser does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified conditions to be satisfied by it in any respect, except as may be permitted by Section 5.3. The Debt of the Commitment Letter, in the form delivered to the Company Letters on or prior to the execution Closing Date, nor does Purchaser have knowledge that any of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with the Lenders or the Equity Financing Source will not perform its terms, and, to the Knowledge of Parent as obligations thereunder. As of the date of this Agreement, is a there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letters that could affect the availability, conditionality, enforceability or amount of the Financing contemplated by the Commitment Letters. (d) The Financing, when funded in accordance with the Commitment Letters, will provide Purchaser with cash proceeds on the Closing Date sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement and under the Commitment Letters, including the payment of the Closing Purchase Price and the Final Purchase Price, any fees and expenses of or payable by Purchaser, any payments in respect of equity compensation obligations to be made in connection with the Sale, and for any repayment or refinancing of any outstanding indebtedness of Purchaser and its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letters (such amounts, collectively, the “Sale Amounts”). (e) The Commitment Letters constitute (i) the legal, valid and binding obligation against each Debt Financing Source of Purchaser and enforceable against each Debt Financing Source in accordance with its terms, in each case subject (ii) to the General Enforceability Exceptions. There are no side letters or Knowledge of Purchaser, the legal, valid and binding obligation of the other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financingparties thereto. As of the date of this Agreement, no event has occurred which, which (with or without notice, lapse of time or both, ) could constitute a default breach or breach on failure to satisfy a condition by Purchaser under the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term terms and conditions of the Debt Commitment Letter or otherwise result in the failure Letters, and Purchaser does not have any reason to believe that any of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been Financing will not be satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy by Purchaser on a timely basis any term or condition that the Financing will not be available to Purchaser on the date of the Debt Commitment Letter required to be satisfied by such PersonClosing. Parent or Merger Sub Purchaser has fully paid in full any and all commitment fees or other fees required by the Debt Commitment Letter to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. Parent acknowledges As of the date of this Agreement, the Commitment Letters have not been modified, amended or altered, no modification or amendment to any of the Commitment Letters is currently contemplated, and agrees that there are no conditions precedent or other contingencies related to the funding Knowledge of Purchaser, none of the full amount respective commitments thereunder has been withdrawn or rescinded in any respect, and no withdrawal or rescission thereof is contemplated. (f) In no event shall the receipt or availability of the Debt Financing immediately prior to the Closingany funds or financing (including, other than as expressly set forth in the Debt Commitment Letter. For for the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective the Financing) by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwisethis Agreement.