Common use of Financing Clause in Contracts

Financing. Investor has delivered to the Company true, complete and correct copies of: (i) the executed commitment letter, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect.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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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. Investor Parent has delivered to the Company true, true and complete and correct fully executed copies of: of (iA) the executed commitment letter, dated as of the date hereof by July 23, 2012, between Parent and among UBS Loan Finance LLCBank of America, UBS Securities LLCN.A. and ▇▇▇▇▇▇▇ Lynch, Deutsche Bank AG New York BranchPierce, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Debt Financing Commitment”), pursuant to which, upon the terms which and 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 thereof each of the parties thereto (USAother than Parent) LLC have has agreed to lend the amounts set forth therein to (the Company for provision of such funds as set forth therein on the purpose of funding the transactions contemplated by this Agreement (terms and conditions set forth therein, the “Debt Financing”); ) and (iiB) the executed equity commitment letterinvestment agreement, dated as of the date hereof among Investor July 23, 2012, between Parent and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIIICarlyle Partners V, L.P. (the “Equity Financing Commitment” and ”; and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms which and subject to the terms and conditions thereof the party thereto (other than Parent) has agreed to invest the amounts set forth therein in the form of equity securities to be issued by Parent (the provision of such funds as set forth therein on the terms and conditions set forth therein, ▇▇▇▇▇▇▇, 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 ”; and, together with the Debt Financing, the “Financing”); ) for the purposes of permitting Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby on a timely basis and to (iiii) effect, as required, the repayment or refinancing of any outstanding Indebtedness that may become due and payable as a result of the Merger, (ii) pay any and all fee letters fees and expenses required to be paid by Parent and Merger Sub in connection with the Debt Merger and the Financing Commitment and (collectivelyiii) satisfy all of the other payment obligations of Parent and Merger Sub contemplated hereunder. As of the date of this Agreement, the “Fee Letter”); Financing Commitments, in the form so delivered, are in full force and (iv) effect and are legal, valid and binding obligations of Parent and Merger Sub and each of the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”)other parties thereto. None of the Financing Commitments, the Fee Letter or the Engagement Letter Commitments has been amended amended, supplemented or otherwise modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitments have not not, prior to the date of this Agreement, been withdrawn, terminated withdrawn or rescinded in any respect. There As of the date of this Agreement, except for the payment of customary fees, there are no conditions precedent or other agreementscontingencies related to the funding of the full amounts of the Financing, side letters other than as set forth in or arrangements contemplated by the Financing Commitments. Parent and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to which Investor is be paid by them on or prior to the date of this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a party relating default or breach on the part of Parent or Merger Sub, and to the Knowledge of Parent, any of other parties thereto, under the Financing Commitments. As of the date hereofof this Agreement, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments are in full force and effect and constitute will not be satisfied or that any portion of the legal, valid and binding obligations of Investor and, Financing to be made thereunder will not otherwise be made available to Parent or Merger Sub on the Closing Date. Parent will provide to the knowledge of Investor, the other parties thereto (subject in each case Company any amendments to the effect 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). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth promptly as possible (but in any such documents amended after the date hereof and not in violation event within 48 hours of the provisions hereof, there are no conditions precedent related to the funding effectiveness of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereundersuch amendment).

Financing. Investor 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 (as 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) 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 true, complete and correct date of the Original Merger Agreement copies of: of a fully executed (i) the executed debt commitment letterletter dated December 19, dated as of the date hereof by 2012 between Jefferies Finance LLC (“Jefferies Finance”) and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor GETCO (the “Debt Financing CommitmentCommitment Letter”), pursuant to which(ii) debt fee letter dated December 19, upon the terms 2012 between Jefferies Finance and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement GETCO (the “Fee Letter” and, together with the Debt FinancingCommitment Letter, the “Debt Financing Letters”); ) and (iiiii) the executed equity commitment letterletter dated December 19, dated as of the date hereof among Investor 2012 between GETCO and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIIIGeneral Atlantic Partners 83, L.P. (the “Equity Financing CommitmentCommitment Letter”; together with the Debt Commitment Letter, the “Commitment Letters” and and, together with the Debt Financing CommitmentLetters, the “Financing CommitmentsLetters”), pursuant to whichthe terms, upon the terms and but subject to the conditions set forth thereinconditions, ▇▇▇▇▇▇▇of which financial institutions party thereto, Dubilier & Rice Fund VIIIincluding Jefferies Finance (the “Lenders”), in the case of the Debt Commitment Letter, and General Atlantic Partners 83, L.P., has in the case of the Equity Commitment Letter, have committed to invest provide the cash amount Company with financing in Investor the amounts set forth in its therein for purposes of financing the 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 Financing Commitment (Letter, as it may be modified, to the extent permitted by this Agreement, the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any provided, however, that, in the case of the Fee Letter, accurate and all complete copies have been delivered to Knight with only the fee letters in connection with the Debt Financing Commitment (collectivelyamounts, certain terms of “market flex” and 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flexSecurities Demand” provisions contained redacted. The Financing Letters, in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)form provided to Knight by GETCO, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the are legal, valid valid, binding and binding enforceable obligations of Investor GETCO and, to the knowledge of InvestorGETCO, the other parties thereto (in accordance with their respective terms and subject in each case to the effect Bankruptcy and Equity Exception. As of bankruptcythe date of the Original Merger Agreement, insolvencythe Financing Letters have not been withdrawn, fraudulent conveyanceterminated, reorganizationrepudiated, moratoriumrescinded, receivership amended or similar Laws modified, in any respect, and no withdrawal, termination, repudiation, rescission, amendment or modification of the Financing Letters is contemplated. There are no conditions precedent or other contingencies relating to the obligation of any party to any of the Financing Letters to fund the full amount (or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other any portion) of the Financing other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or Letters as set forth in any such documents amended after effect on the date hereof and not in violation of the provisions hereof, there are no conditions precedent related Original Merger Agreement. GETCO has paid all fees and expenses required to be paid under the funding Financing Letters as of the full net proceeds date of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyOriginal Merger Agreement. As of the date hereofof the Original Merger Agreement, GETCO has no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investorany fact, the other parties to the Financing Commitments. Investor has fully paid occurrence or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy condition that makes any of the representations and warranties assumptions or statements set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunderCommitment Letters inaccurate in any material respect or that would cause the Commitment Letters to be terminated or ineffective or, upon receipt assuming satisfaction of the proceeds contemplated by the Financing Commitmentsconditions precedent set forth in Section 8.1 and 8.3, Investor and the Company will have access as that would reasonably be expected to cause any of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement conditions precedent set forth therein not to be paid met. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by them and GETCO or any of its respective Affiliates or any other financing be a condition to perform their respective any of GETCO’s obligations hereunder.

Financing. Investor (a) At the Acceptance Time and at the Effective Time, Purchaser will have available all the funds necessary to consummate the Offer and the Merger in accordance with this Agreement, and to make all other necessary payments of fees and expenses required to be paid by Parent and Purchaser relating to such transactions, including, without limitation, the funds necessary to accept for payment and pay for all Shares tendered in the Offer and the aggregate Merger Consideration and any other repayment or refinancing of debt contemplated by the Commitment Letters and to pay all fees and expenses to be paid by the Surviving Corporation or any of its Affiliates at Closing (the “Required Amounts”). (b) Parent has delivered to the Company true, complete and correct copies ofCompany: (i) a true and complete copy of the executed commitment letterletter by ▇▇▇▇▇ Fargo Trade Capital, LLC (“▇▇▇▇▇ Fargo”), dated as of the date hereof by and among UBS Loan Finance LLCFebruary 12, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor 2009 (the “Debt Financing Commitment▇▇▇▇▇ Fargo Commitment Letter”), ) pursuant to which, upon the terms and subject to the 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 which ▇▇▇▇▇ Fargo has committed to lend the amounts set forth therein up to the Company $30,000,000 and to serve as administrative agent for the purpose of funding $40,000,000 senior factoring and revolving credit facility (the “▇▇▇▇▇ Facility”) necessary for the parties to this Agreement to consummate the transactions contemplated by this Agreement and (ii) a true and complete copy of the executed commitment letter by Glenhill Special Opportunities Master Fund LLC (“Glenhill”), dated February 13, 2009 (the “Debt Glenhill Commitment Letter”) pursuant to which Glenhill has committed to lend up to $10,000,000 towards the ▇▇▇▇▇ Facility (the financing contemplated by the ▇▇▇▇▇ Fargo Commitment Letter and the Glenhill Commitment Letter collectively, the “▇▇▇▇▇ Financing”); (iic) Parent has delivered to the Company a true and complete copy of the executed equity commitment letterletter by KEBA LLC (“KEBA”, dated as of the date hereof among Investor and together with Glenhill and ▇▇▇▇▇▇▇▇ Fargo, Dubilier & Rice Fund VIII, L.P. (the “Equity Lenders”), dated February 23, 2009, (such commitment letter, the “Debt Financing CommitmentCommitment Letter” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇▇ Fargo Commitment Letter, Dubilier & Rice Fund VIIIand the Glenhill Commitment Letter, L.P., has committed to invest the cash amount in Investor set forth in its Equity Financing “Commitment Letters”) providing for the debt financing (the “Equity Debt Financing” and together with the Debt ▇▇▇▇▇ Financing, the “FinancingFinancings”); (iii) any and all fee letters in connection with necessary for the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior parties to the date of this Agreement to consummate the transactions contemplated by this Agreement. (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as d) As of the date hereof, the respective commitments contained Commitment Letters are in full force and effect (assuming the Financing Commitments due authorization, execution and delivery thereof by the other parties thereto) and have not been withdrawnreplaced, terminated amended or modified and the commitments contained therein have not been withdrawn 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds amount of the Financing (including any “flex” provisions) under any agreement relating to Financings contemplated by the Financing to which Investor Commitment Letters, other than as set forth in or any of its Affiliates is a partycontemplated by each Commitment Letter. As of the date hereofof this Agreement, to the Knowledge of Parent, no event has occurred which that (with or without notice, lapse of time, or both) would constitute a breach or default under any of the Commitment Letters by Parent or Purchaser. Parent has no Knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letters not being satisfied, or with notice or lapse of time or both would constitute (ii) the funding contemplated in the Commitment Letters not being made available to Parent on a defaulttimely basis in order to consummate the transactions contemplated by this Agreement. (e) by Investor under the Financing Commitments, or, Parent has delivered to the knowledge Company a true and complete copy of Investorthe executed Buying Agency Agreement (the “Buying Agency Agreement”), the other parties dated as of December 17, 2008, between NAF Holding, LLC, parent of Parent, and Li & ▇▇▇▇ (Trading) Limited (“Li & ▇▇▇▇”), pursuant to the Financing Commitments. Investor has fully paid or caused which Li & ▇▇▇▇ is obligated to assume responsibility for and cause to be fully paid all commitment fees or other fees required issued, and shall cause to be paid on issued guarantees, letters of credit, surety bonds or similar instruments (collectively, “LCs”) from a Qualified Institution in replacement of, or as security for, each letter of credit issued in respect of the Company’s business immediately prior to the date hereof pursuant Acceptance Time. The Buying Agency Agreement is in full force and effect and has not been replaced, amended or modified, and the obligations contained therein have not been withdrawn or rescinded in any respect. (f) Subject to the Financing Commitments. Assuming the accuracy satisfaction of the representations and warranties those conditions set forth in ARTICLE II and performance by Seller and Annex I, Parent acknowledges that its obligations hereunder are not in any respect, directly or indirectly, conditioned upon the Company of their respective obligations hereunder, upon receipt of the proceeds any funds contemplated by the Financing 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 hereunderCommitment Letters.

Financing. Investor (a) Parent has delivered received and furnished a copy to the Company trueof a commitment letter (including the Summary of Terms and Conditions annexed thereto, complete the "COMMITMENT LETTER") with The Chase Manhattan Bank and correct copies of: Credit Suisse First Boston (itogether, the "BANK") the executed commitment letter, dated as of September 28, 2000. The funds which the date hereof by and among UBS Loan Finance LLCBank has agreed, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant subject to which, upon the terms and subject conditions of the Commitment Letter, to provide will be sufficient, when taken together with other funds available to Parent, to enable it to provide to the 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 Paying Agent the aggregate Merger Consideration and any other amounts set forth therein to the Company for the purpose owing as a result of funding the transactions contemplated by this Agreement (the “Debt Financing”); (ii) the executed equity commitment letterAgreement, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” to pay all related fees and together with the Debt Financing Commitment, the “Financing Commitments”), expenses pursuant to which, upon the terms and subject to the 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment Merger (collectively, the “Fee Letter”"Required Amount"); and . (ivb) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as As of the date hereof, (i) the respective commitments contained in the Financing Commitments have Commitment Letter has not been withdrawn, terminated or rescinded withdrawn and is in any respect. There are full force and effect and (ii) Merger Sub has no other agreements, side letters or arrangements reason to which Investor is a party relating to believe that any of the Financing Commitmentsconditions set forth in the Commitment Letter will not be satisfied. (c) Merger Sub has received and furnished a copy to the Company of the equity commitment letters (the "Equity Commitment Letters") addressed to Parent from Sponsor and each of the other equity investors in Parent (the "Equity Investors"), each dated as of September 28, 2000 pursuant to which the Equity Investors have committed to make available to Parent certain funds, subject to the terms and conditions contained therein, for the purpose of consummating the transactions contemplated by this Agreement. As of the date hereof, the Financing Commitments are (i) no Equity Commitment Letter has been withdrawn and each Equity Commitment Letter is in full force and effect and constitute (ii) Merger Sub has no reason to believe that any of the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as conditions set forth in any such documents amended after Equity Commitment Letter will not be satisfied. Sponsor may arrange for other equity commitment letters addressed to Parent to be executed on substantially the same terms and conditions as the equity commitment letters executed on the date hereof, in lieu of the existing equity commitment letters (including in order to cause Sponsor to reduce its equity commitment), so long as the aggregate equity commitments to Parent are not less than the equity commitments on the date hereof and not Sponsor maintains a controlling interest in violation Parent. (d) Upon consummation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts transactions contemplated by this Agreement Agreement, the Surviving Corporation (i) will not become insolvent, (ii) will not be left with unreasonably small capital, and (iii) will not have incurred debts beyond its ability to be paid by them and to perform their respective obligations hereunderpay such debts as they mature.

Financing. Investor (a) As of the date of this Agreement, Parent has delivered to the Company true, a true and complete and correct copies of: copy of (i) the an executed equity commitment letteragreement, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentEquity Commitment Agreement”), among Parent, Sub and Guarantor, pursuant to whichwhich Guarantor has agreed, upon according to the terms and subject to the 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 fund an amount sufficient to satisfy the amounts set forth therein Financing Uses no later than immediately prior to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (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 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 Closing (the “Equity Financing”), (ii) the Limited Guarantee and (iii) the Debt Financing Commitment Letters (the Equity Commitment Agreement and the Debt Financing Commitment Letters, collectively, the “Financing Letters”) (and corresponding fee letters relating to the Debt Financing Commitment Letters redacted only in respect of specific fee amounts and specific “flex” terms, none of which affect the conditionality, availability or amount of the Debt Financing available on the Closing Date or remedies available with respect thereto) from the Debt Financing Sources, pursuant to which the Debt Financing Sources have agreed to provide, severally and not jointly, subject to the terms and conditions therein, the Debt Financing (such Debt Financing, together with the Debt Equity Financing, collectively referred to as the “FinancingFinancings”); . The Company is an express third-party beneficiary with respect to, and is entitled to specifically enforce, the Equity Commitment Agreement. (iiib) On the Closing Date, assuming receipt of the proceeds of the Financings in accordance with the terms of the Financing Letters, Parent will have sufficient available funds to pay the Aggregate Merger Consideration and any and all fee letters other cash amounts payable pursuant to, or in connection with the Debt Financing Commitment Transaction, including any obligations of the Surviving Corporation or its Subsidiaries that become due or payable by the Surviving Corporation and the Company Subsidiaries in connection with, or as a result of, the Transactions, and payment of all fees and expenses related to the foregoing (collectively, the “Fee LetterFinancing Uses”); . (c) The Financing Letters and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing CommitmentsLimited Guarantee have not been terminated or otherwise amended, the Fee Letter or the Engagement Letter has been amended supplemented or modified prior to in any respect as of the date of this Agreement. The Equity Commitment Agreement (provided that and the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There Limited Guarantee are no other agreements, side letters or arrangements to which Investor is a party relating to any of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor each of the parties thereto (other than the Company), enforceable against such parties in accordance with their terms, subject to the Bankruptcy and Equity Exception. The Debt Financing Commitment Letters represent valid, binding and enforceable obligations of Parent and, to the knowledge of InvestorParent, each other party thereto, to provide the Debt Financing, enforceable against such party in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, there are no side letters or other Contracts or arrangements relating to the Financings other than as expressly contained in the Financing Letters and delivered to the Company prior to the date hereof, in each case, that would affect the availabiltiy of the Debt Financing or make the Debt Financing materially less likely to occur. 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, Sub or Guarantor under any term of, or a failure of any condition under, the Financing Letters or otherwise result in any portion of the Financings contemplated thereby to be unavailable on the Closing Date. There are no conditions precedent or other parties thereto (subject in each case contingencies to the effect availability of bankruptcythe Financings, insolvencyother than the conditions set forth in this Agreement (with respect to the Equity Financing) and those explicitly set forth in the Debt Financing Commitment Letters (the “Financing Conditions”) with respect to the Debt Financing. No event has occurred which, fraudulent conveyancewith or without notice, reorganizationlapse of time or both, moratoriumwould constitute a breach or default on the part of Parent or, receivership to the knowledge of Parent, any other party thereto under the Financing Letters or similar Laws relating the Limited Guarantee or would result in the failure of a Financing Condition. Each of Parent and Sub has no reason to believe that it or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity any other party to the Financing Letters will be unable to satisfy on a timely basis any term thereof. There are no conditions precedent or at law). Other other contingencies related to the funding of the full amount of the Financings other than as expressly set forth in the Financing CommitmentsLetters. (d) Neither Parent nor Sub has, and directly or indirectly, entered into an exclusivity, lock-up or other similar agreement, arrangement or binding understanding with any related Fee Letter bank or Engagement Letter investment bank or as set forth other potential provider of debt or equity financing that prohibits such provider from providing or seeking to provide services, including debt or equity financing, to any third person in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement connection with a transaction relating to the Financing to which Investor Company or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company Subsidiaries (including in connection with the making of their respective obligations hereunder, upon receipt of any Competing Proposal) in connection with the proceeds contemplated by the Financing 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 hereunderTransactions.

Financing. Investor Parent has delivered to the Company true, a true and complete and correct copies of: copy of (i) the executed commitment letter, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”)Equity Commitment Letter, pursuant to which, upon the terms and subject to the 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 OTPP has committed to lend provide the amounts financing in the amount set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Equity Financing”); ) and (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”)Commitment Letter, pursuant to which, upon the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇▇ Fargo Bank, Dubilier & Rice Fund VIII, L.P., National Association has committed to invest provide financing up to the cash aggregate amount in Investor set forth therein for the purposes set forth in its Equity Financing the Debt Commitment Letter (the “Debt Financing”). Assuming the accuracy of the representations and warranties set forth in Article III and the performance by the Company of its obligations under this Agreement, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by Equity Financing” Commitment Letter and the Debt Commitment Letter and together with available cash, cash equivalents and marketable securities of the Debt FinancingCompany, in the “Financing”); aggregate, will be sufficient to (iiii) fund the payment of the aggregate Transaction Consideration in respect of the Common Shares, (ii) pay any and all fee letters fees and expenses required to be paid by Parent and Acquisition Sub in connection with the Debt Amalgamation and the Equity Financing Commitment (collectively, the “Fee Letter”); and (iviii) satisfy all of the other payment obligations of Parent and Acquisition Sub contemplated hereunder. As of the date of this Agreement, each of the Equity Commitment Letter and the Debt Commitment Letter is in full force and effect and, to the knowledge of Parent and Acquisition Sub, is a legal, valid and binding obligation of each of the parties thereto, in each case, except as enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (B) the engagement letter(s) in connection with any offerings exercise by courts of high-yield bonds (equity powers. Neither the “Engagement Letter”). None of Equity Commitment Letter nor the Financing Commitments, the Fee Letter or the Engagement Debt Commitment Letter has been amended amended, supplemented or otherwise modified prior to the date of this Agreement (provided that Agreement, and the existence or exercise of the “flex” provisions commitment contained in the Fee Equity Commitment Letter shall not constitute an amendment or modification of the Financing Commitments), andDebt Commitment Letter, as of applicable, has not, prior to the date hereofof this Agreement, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any the Equity Commitment Letter or the Debt Commitment Letter that could affect the availability or aggregate amount of the Equity Financing Commitmentsor the Debt Financing, as applicable. The Equity Commitment Letter does not violate the fund documents of OTPP and OTPP has the ability to make capital calls sufficient to satisfy its obligations under the Equity Commitment Letter. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereofthis Agreement, there are no conditions precedent or other contingencies related to the funding of the full net proceeds of amount under the Equity Financing (including any “flex” provisions) under any agreement relating to or the Financing to which Investor Debt Financing, other than as set forth in or any of its Affiliates is a partycontemplated by the Equity Commitment Letter or the Debt Commitment Letter, as applicable. As of the date hereof, no No event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would reasonably be expected to constitute a default) by Investor default or breach on the part of Parent or Acquisition Sub under the Financing Commitments, or, to Equity Commitment Letter or the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing CommitmentsDebt Commitment Letter. Assuming the accuracy satisfaction of the representations and warranties set forth in ARTICLE II conditions to Acquisition Sub’s obligation to consummate the Amalgamation and performance by Seller and the Company of their respective its obligations hereunderunder this Agreement, upon receipt as of the proceeds date of this Agreement, neither Parent nor Acquisition Sub has any reason to believe that any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter or the Debt Financing Commitments, Investor and contemplated by the Company Debt Commitment Letter will have access as of not be satisfied or that the Equity Financing or the Debt Financing will not otherwise be made available to Parent or Acquisition Sub on the Closing Date to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderthe extent necessary.

Financing. Investor (a) Parent has delivered to the Company true, complete and correct copies of: of (i) the an executed equity commitment letter, dated letter in effect as of the date hereof by hereof, including all exhibits, schedules, annexes and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor amendments thereto (the “Equity Commitment Letter”) from the Guarantors, pursuant to which the Guarantors have committed to provide to Parent, subject to the terms and conditions therein, equity financing in the amount set forth therein for the purposes of financing a portion of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Closing under this Agreement (the “Equity Financing”), which Equity Commitment Letter provides that the Company is a third party beneficiary thereof and is entitled to enforce such agreements, in each case to the extent expressly provided for in the enforcement provisions of the Equity Commitment Letter, and (ii) an executed debt financing commitment letter from the Lenders in effect as of the date hereof, including all exhibits, schedules, annexes and amendments thereto, and each fee letter associated therewith (collectively, the “Fee Letter,” and together with such debt financing commitment letter, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) (it being understood that the Fee Letter may be customarily redacted; provided, however, that no provisions that, or that could reasonably be expected to, adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing Commitment”at the Effective Time may be redacted), pursuant to whichwhich the Lenders have committed to provide to Parent and/or Merger Sub, upon subject to the terms and subject to the 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 debt financing in the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (ii) the executed equity commitment letter” and, 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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no side letters or other agreements, side letters Contracts, understandings or arrangements to which Investor Parent or Merger Sub is a party relating that could reasonably be expected to any adversely affect the availability of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing CommitmentsCommitment Letters delivered to the Company pursuant to this Section 4.9(a) (it being understood and agreed that: (i) Parent or a subsidiary thereof may issue senior notes or other debt securities in lieu of all or a portion of the senior bridge facility referred to in the Debt Commitment Letter, (ii) Parent or its affiliates may, in its or their sole and absolute discretion (but shall not be required to), issue preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and any related Fee (iii) Permitted Co-Investors may be added to the Equity Commitment Letter or Engagement deliver an equity commitment letter of their own in substantially similar form (except for amount) to the Equity Commitment Letter for a portion of the Equity Financing). (b) As of the date of this Agreement: (i) each Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of each of the Guarantors, Parent and Merger Sub, as applicable, and to the knowledge of Parent, each of the other parties thereto, in each case, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or as set forth a court of equity, and by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting creditors’ rights and remedies generally; (ii) each Commitment Letter has not been amended or modified in any respect and no such documents amended after amendment or modification is contemplated or pending (other than amendments or modifications to the Debt Commitment Letter solely (A) to add lenders, lead arrangers, bookrunners, syndication agents and similar entities, (B) in connection with the implementation of any “market flex” provisions or “securities demand” terms contained in the Debt Commitment Letter, (C) to implement a Replacement Commitment Facility (as defined in the Debt Commitment Letter entered into as of the date hereof and not hereof) or issue preferred equity at the Closing (in violation lieu of the provisions hereofsenior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and (D) amendments to the Equity Commitment Letter to add Permitted Co-Investors or to replace a portion of the Equity Financing with a substantially similar equity commitment letter of any Permitted Co-Investor); and (iii) the commitments contained in the Commitment Letters have not been withdrawn, terminated, reduced or rescinded in any respect (other than as permitted in the immediately preceding clause (ii)(D)). As of the date of this Agreement, Parent has paid (or caused to be paid) in full any and all fees (including commitment fees and other fees) required to be paid under the Debt Commitment Letter that are payable on or prior to the date of this Agreement. (c) As of the date of this Agreement, there are no conditions precedent or other contractual contingencies (including pursuant to any “flex” provisions in the Fee Letter or otherwise) related to the funding of the full net proceeds amount (or any portion) of the Financing (including any “flex” provisions) under any agreement relating except as expressly set forth in the Commitment Letters. As of the date of this Agreement, to the knowledge of the Parent, no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a failure to satisfy a condition precedent to be satisfied by any Guarantor, Parent or Merger Sub, as applicable, for the Guarantors’ and Lenders’ obligations to fund the Equity Financing and Debt Financing, respectively. (d) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, completion of the Marketing Period and that the Financing is funded in accordance with the Commitment Letters, the net proceeds contemplated by the Commitment Letters, will, in the aggregate, constitute the funds necessary to which Investor satisfy Parent’s and Merger Sub’s payment obligations under this Agreement at the Effective Time, including payment in cash of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Effective Time, refinancing of the Company’s indebtedness outstanding under the Credit Agreement and the 2021 First Lien Notes (in each case, including all applicable interest, fees and premiums), and to pay all related fees and expenses required to be paid by Parent and Merger Sub in connection with the Merger, in each case, at the Effective Time (such amount, the “Required Financing Amount”). (e) Parent has caused to be delivered to the Company a true, complete and correct copy of the duly executed Limited Guarantee. The Limited Guarantee is in full force and effect, has not been amended, modified, withdrawn or rescinded in any respect, and is the legal, valid, binding and enforceable obligation of its Affiliates is a partyeach of the Guarantors. As of the date hereof, no event has occurred which would constitute a breach or default (circumstance exists which, with or with notice or without notice, lapse of time or both both, would constitute a default) by Investor default or breach on the part of any Guarantor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderLimited Guarantee.

Financing. Investor At the Closing, assuming the funding of the Debt Financing in accordance with the Debt Commitment Letter and after giving effect to any “flex” provision in the Debt Commitment Letter or the related fee letters (including with respect to fees and original issue discount), Parent will have immediately available funds in an amount as is necessary to consummate the Transactions, including the payment by Parent, Merger Sub and the Surviving Corporation of the aggregate amount of the Merger Consideration, other amounts payable pursuant to Article II (including all amounts payable in respect of Company Stock Options, Company Restricted Shares and Company RSUs under this Agreement), any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation and any other amounts, including Indebtedness of the Company and its Subsidiaries, required to be paid in connection with, or as a result of, the consummation of the Transactions (the “Required Amount”). As of the date hereof, ▇▇▇▇▇▇ has delivered to the Company true, (a) a correct and complete and correct copies of: (i) fully executed copy of the executed debt commitment letter, dated as of even date herewith, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date hereof by of this Agreement (as may be amended or modified in accordance with the terms hereof, the “Debt Commitment Letter”) 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 (USAb) LLC and Investor a copy of any fee letters related to the Debt Commitment Letter (the “Fee Letters” and, together with the Debt Commitment Letter, the “Financing Letters”) (which may be redacted to remove the fee amounts, economic terms and the terms of any “flex” provisions that are customarily redacted in transactions of this type, none of which redactions covers terms that reduce the amount of the Debt Financing Commitment”below the Required Amount or adversely affect the conditionality, enforceability, termination or availability of the Debt Financing). Pursuant to, pursuant to which, upon the terms and subject to the terms and conditions set forth thereinof, UBS Loan Finance LLCthe Debt Commitment Letter, 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 the lender thereunder has committed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement purposes set forth in such Debt Commitment Letter (the “Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, neither the Financing Commitments are Debt Commitment Letter nor any Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, no amendment, restatement or other modification is contemplated and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement (in each case, other than to add lenders, financial institutions, lead arrangers, bookrunners, syndication agents or other similar entities in a manner contemplated by the Debt Commitment Letter). As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and constitute constitutes the legal, valid and binding obligations obligation of Investor Parent and, to the knowledge Knowledge of InvestorParent, each of the other parties thereto (subject thereto, enforceable in each case accordance with its terms against Parent and, to the effect Knowledge of bankruptcyParent, insolvencyeach of the other parties thereto, fraudulent conveyancesubject to the Bankruptcy and Equity Exception. There are no conditions precedent to the obligation to make the Debt Financing available to Parent pursuant to the Debt Commitment Letter, 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). Other other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as Debt Commitment Letter. Assuming the satisfaction of the conditions set forth in any such documents amended after Section 6.01 and 6.02, the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Debt Financing will, in the aggregate and together with any cash or other funds available to Parent and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the Financing Letters, including after giving effect to the maximum amount of any “flex” provisions) under any agreement relating to for the Financing to which Investor or any payment of its Affiliates is a partythe Required Amount. As of the date hereofof this Agreement, (i) no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would reasonably be expected to constitute a default) by Investor under default or breach or result in a failure to satisfy a condition precedent, in each case, on the Financing Commitments, part of Parent or, to the knowledge Knowledge of InvestorParent, the any other parties thereto under any term or condition of the Debt Commitment Letter, and (ii) assuming the satisfaction or waiver of the conditions set forth in Section 6.01 and Section 6.02 and taking into account the Marketing Period, Parent does not have any reason to believe that any of the conditions to the Debt Financing Commitmentswill not be satisfied or that the Debt Financing or any other funds necessary to pay the Required Amount will not be available to Parent on the Closing Date. Investor Parent has fully paid (or caused to be fully paid paid) all commitment fees or other fees to the extent required to be paid on or prior to the date hereof pursuant of this Agreement in connection with the Debt Financing. Except for the Fee Letters and customary engagement letters with respect to the Debt Financing Commitments. Assuming (none of which reduces the accuracy amount of the representations and warranties Debt Financing below the Required Amount or adversely affects the conditionality, enforceability, termination or availability of the Debt Financing), as of the date hereof, there are no side letters or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter to which Parent or any of its Affiliates is a party, other than as expressly set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderLetters.

Financing. Investor has delivered (a) Parent shall use its reasonable best efforts, taking into account, with respect to the Company trueDebt Financing contemplated by the Debt Commitment Letters, complete the expected timing of the Trigger Date, the Expiration Dates, the Marketing Period and, with respect of the New NewPage Term Loan Facility, the provisions of Section 5.20(d), in respect of each of the facilities contemplated by the Debt Commitment Letters, to take or cause to be taken, all actions to do, or cause to be done, all things necessary or customary to arrange and correct copies of: 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 executed commitment letter, dated as of Debt Commitment Letters and the date 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., Existing Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant to which, upon 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 thereinin the term sheets and the other exhibits attached to the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters), UBS Loan Finance LLCthe proviso in the second to last sentence of Section 15 of the Debt Commitment Letters and any upfront, 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 arrangement or agency fees specifically set forth therein 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 Company for Debt Commitment Letters (after giving effect to the purpose “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”); (ii) , “Fee Letters”, “Existing Credit Agreement Amendments” and the executed equity commitment letter“Definitive Debt Financing Documents” shall include such documents as permitted to be amended, dated modified or replaced by this Section 5.12. None of Parent or any of its Subsidiaries existing as of the date hereof among Investor (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), Dubilier & Rice Fund VIIIat any time prior to the Closing Date, L.P. 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 “Equity Financing Commitment” and together 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 Commitment, 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 Commitments”), pursuant to which, upon becomes unavailable on the terms and subject 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 5.20) 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 Company and to the holders of the Verso First Lien Notes than the terms and conditions set forth thereinin the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters), ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has the Fee Letters and the Existing Credit Agreement Amendments. Parent shall deliver to the Company true and complete copies of all contracts or other arrangements pursuant to which any such alternative financing source shall have committed to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and together with 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 “Financing”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); , (iiiii) any and all fee letters assisting with the preparation of Offering Documents required in connection with the Debt Financing Commitment solely to the extent relating to the Company’s historical financial statements and other information and operations), and requesting any consents of accountants for use of their historical reports in any materials relating to the Debt Financing (collectivelyincluding the execution and delivery of customary representation letters in connection with bank information memoranda relating to the Company’s historical financial statements and other information and 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 “Fee Letter”); and 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 engagement letter(send 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 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 lenders in connection with the Debt Financing and their respective agents to all Company-Owned Real Property for such purposes) and title insurance, and to permit and/or facilitate environmental and other inspections, title information, and other documentation and items related to the Debt Financing, as reasonably requested by Parent, (vii) causing the Company’s independent public accountants to provide all reasonable cooperation and assistance to the extent reasonably requested by Parent (including any offerings of high-yield bonds (permission as may be required from the “Engagement Letter”). None Company’s independent public accountants in connection with the use of the Financing CommitmentsRequired Information), the Fee Letter or the Engagement Letter has been amended or modified prior (viii) to the date of this Agreement extent reasonably requested by Parent, 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 (provided that the existence or exercise including delivering a certificate of the “flex” provisions contained 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 Fee Letter shall not constitute form set forth as an amendment or modification of annex to the Financing CommitmentsDebt Commitment Letters), and(ix) taking customary and commercially reasonable actions necessary to (A) permit the prospective Lenders involved in the Debt Financing, upon reasonable advance notice at reasonable times, to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the date hereofClosing Date or the New NewPage Term Loan Facility Closing Date, the respective commitments contained in the Financing Commitments have not been withdrawnas applicable and (B) assisting Parent to establish or maintain, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any effective as of the Financing Commitments. As of the date hereofClosing Date, the Financing Commitments are in full force bank and effect other accounts and constitute the legalblocked account agreements and lock box arrangements, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case in connection with the Debt Financing, (x) using reasonable best efforts to the effect of bankruptcyassist Parent to obtain required waivers, insolvencyconsents, fraudulent conveyanceestoppels and approvals from other parties to material leases, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally encumbrances and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing contracts to which Investor the Company or any of its Affiliates Subsidiaries is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, party and to the knowledge of Investorarrange discussions among Parent, the Lenders and any lenders in connection with the Debt Financing with other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy of the representations such material leases, encumbrances and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access 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 sufficient cash funds the occurrence of the Closing Date or the New NewPage Term Loan Facility Closing Date, as applicable, reasonably requested by Parent that are necessary or customary to pay all amounts contemplated by this Agreement to be paid by them permit the consummation of the Debt Financing, and to perform their respective obligations hereunder.permit t

Financing. Investor (i) Sun Treasury (or one of its Affiliates) and certain financing institutions have entered into a binding commitment letter (the “Debt Commitment Letter”) entitling Sun Treasury to borrow funds in an aggregate amount which, when combined with other funds available to ListCo, Sun or any of its applicable Affiliates to be used to part finance the Cash Consideration, will be sufficient to satisfy ListCo, Merger Sub and/or Sun’s obligations under this Agreement, including the payment of the Cash Consideration, and any fees and expenses of or payable by any of them hereunder, and for any repayment or refinancing of any existing indebtedness of Willow, Sun or any of their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letter (such amounts, the “Financing Amounts”). The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing”. (ii) Sun has delivered to the Company Willow a true, complete and correct copies of: (i) the executed commitment letter, dated as copy of the date hereof by Debt Commitment Letter 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 any fee letter related thereto (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) , subject, in the engagement letter(s) case of such fee letter, to redaction solely of provisions that are customarily redacted in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date transactions of this Agreement type and that would not reasonably be expected to affect the conditionality, enforceability, availability or (provided that other than in connection with the existence or exercise of the fees and “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification provisions) amount of the Financing Commitments), and, as Debt Financing. ▇▇▇ expressly acknowledges and agrees that the obligations of the date hereof, the respective commitments contained in the Financing Commitments have Sun under this Agreement are not been withdrawn, terminated or rescinded conditioned in any respect. There are no other agreementsmanner upon Sun obtaining any financing (including term loans, side letters or arrangements to which Investor is a party relating to any of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force bridge financing and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto bonds). (subject in each case to the effect 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). Other than iii) Except as expressly set forth in the Financing Commitments, Debt Commitment Letter and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereofLetter, there are no conditions precedent related to the funding of the full net proceeds obligations of the Financing (Sources to provide the Debt Financing or any contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing, impose any additional conditions precedent to the availability of the Debt Financing or that would reasonably be expected to affect the timing of the availability of or termination of the Debt Financing, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provisionsprovision. Other than the Debt Commitment Letter and the Fee Letter, there are no side letters, understandings or other agreements, contracts or arrangements of any kind (written or oral) under any agreement relating to the Financing to which Investor Sun or any of its Affiliates is a party. As , or of which Sun has knowledge, relating to the funding of the date hereof, no event full amount of the Debt Financing or that would reasonably be expected affect the availability or conditionality of the Debt Financing or the enforceability of the Debt Commitment Letter. Sun has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid in full any and all commitment fees or other fees required to be paid on or prior to the date hereof due and payable pursuant to the Financing Commitments. Assuming the accuracy terms of the representations Debt Commitment Letter on or before the date of this Agreement, and warranties set forth will pay in ARTICLE II and performance by Seller and full any such amounts due on or before the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderMerger Effective Date.

Financing. Investor (a) Parent has delivered to the Company a true, accurate and complete and correct copies of: (i) copy of the fully executed debt commitment letter, dated as of August 15, 2016 (together with all annexes, schedules and exhibits thereto) from the date hereof by and among UBS Loan Finance LLCbanks named therein to Parent (collectively, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitment Letter”), pursuant to whichthe terms, upon the terms and but subject to the conditions set forth thereinconditions, 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 of which the lender parties thereto have agreed committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein to for purposes of, among other things, financing the Company for Merger and the purpose of funding the other transactions contemplated by this Agreement Agreement, paying related fees and expenses (such debt financing, as it may be modified (to the extent permitted by this Agreement), the “Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the . The Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has not been amended amended, modified or modified waived in any manner prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereofof 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 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 or all “market flex” provisions related thereto), together with cash on hand and each long-term debt financing that replaces all or a portion of the Debt Financing (each such debt financing, each of which shall have conditions to the availability and funding of the proceeds thereof that are no more restrictive, taken as a whole, than the Financing Conditions (as defined below), a “Replacement Financing”, and collectively, the respective “Replacement Financings”), will be sufficient for the payment of the Merger Amount when due on the Closing. As of the date of this Agreement, the commitments contained in the Debt Financing Commitments Commitment Letter have not been withdrawn, 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 Financing Commitments. As of the date hereofof this Agreement, the Debt Financing Commitments are Commitment Letter is in full force and effect and constitute the legalrepresents a valid, valid binding and binding obligations enforceable obligation of Investor Parent and, to the knowledge Knowledge of InvestorParent, each other party thereto, to provide the other parties thereto (financing contemplated thereby subject in each case only to the effect satisfaction or waiver 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). Other than as expressly the conditions precedent set forth in Section 1 of the Debt Financing Commitments, Commitment Letter (the “Financing Conditions”) and subject to the Enforceability Exception. Parent has fully paid (or caused to be paid) any related Fee Letter and all commitment fees and other amounts that are due and payable on or Engagement Letter or as set forth in any such documents amended after prior to the date hereof and not of this Agreement in violation of connection with the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyDebt Financing. As of the date hereofof this Agreement, no event has occurred which which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent, or to the Knowledge of Parent, any other party thereto, under the Debt Financing Commitment Letter, which breach or default would reasonably be expected to result in the inability of Parent to satisfy (or with notice or lapse materially delay the ability of time or both would constitute a defaultParent to satisfy) by Investor under any of the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid Conditions on or prior to the Closing Date. As of the date hereof of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy the Financing Conditions at or prior to the time contemplated hereunder for the Closing. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation thereunder is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent. (b) The Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand and the proceeds of the 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 Financing Commitments. Assuming the accuracy payment of the representations all costs, fees and warranties set forth expenses required to be borne by Parent and its Affiliates in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of connection with this Agreement on 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 hereunderDate.

Financing. Investor has delivered to (a) Attached hereto as Exhibit C is a true and complete copy, including all exhibits, schedules or amendments thereto, of the Company true, complete and correct copies of: (i) the fully executed commitment letterletter from Barclays Bank PLC, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitment Letter”)) from the lenders party thereto (collectively, pursuant the “Lenders”) relating to whichthe commitment of the Lenders to provide debt financing in the aggregate amount, upon the terms and subject to the conditions set forth thereinterms and conditions, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); , and any fee letters related thereto (ii) provided, that the executed equity commitment letteramount of fees, dated as “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 date hereof among Investor and ▇▇▇▇▇▇▇Debt Financing, Dubilier & Rice Fund VIIIor reduce the aggregate principal amount thereof, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitmentmay be redacted in a customary manner from any such fee letters, the “Financing Commitments”including from any amendments thereto), pursuant to which, upon the terms and subject . Subject to the conditions set forth in the Debt Commitment Letter and closing the financing set forth therein, ▇▇▇▇▇▇▇Purchaser will have at the Closing, Dubilier & Rice Fund VIII, L.P., has committed sufficient funds on hand to invest consummate the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and together with the Debt Financingtransactions contemplated by this Agreement, the “Financing”); (iii) any Transaction Documents and deliver the Aggregate Purchase Price and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); fees and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior expenses related to the date of transactions contemplated by this Agreement and the Transaction Documents at Closing. (provided that the existence or exercise of the “flex” provisions contained in the Fee b) The Debt Commitment Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, is valid and binding obligations of Investor andenforceable against the parties thereto in accordance with its terms, except (i) to the knowledge of Investor, the other parties thereto (subject in each case to the effect of extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership moratorium or similar other Laws relating to or affecting creditors the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by general equity principlesthe Debt Commitment Letter, whether considered in Proceedings in equity or together with any cash on hand of the Purchaser at law)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. Other 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 Financing Commitments, and any related Fee Debt Commitment Letter or Engagement Letter or as set forth in any such documents amended after contingencies that would permit the date hereof and not in violation Lenders to reduce the total amount of the provisions hereof, there Debt Financing. There are no conditions precedent related side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to the funding of the full net proceeds amount of the Debt Financing (including any “flex” provisions) under any agreement relating to other than as expressly set forth in or contemplated by the Financing to which Investor or any of its Affiliates is a partyDebt Commitment Letter. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor Purchaser has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy terms of the representations Debt Commitment Letter, to the extent the same are due and warranties 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. Purchaser has no knowledge of any facts or circumstances that are reasonably likely to result in (A) any of the conditions set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of Debt Commitment Letter not being satisfied or (ii) the proceeds funding contemplated by in the Financing Commitments, Investor and Debt Commitment Letter not being made available to Purchaser on a timely basis in order to consummate the Company will have access as of the Closing to sufficient cash funds to pay all amounts transactions contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderAgreement.

Financing. Investor (a) Parent’s and Merger Sub’s obligations under this Agreement are not subject to a condition regarding Parent’s or Merger Sub’s obtaining of funds to consummate the Merger and the other transactions contemplated hereby. On or prior to the date of this Agreement, Parent has delivered to the Company true, correct and complete and correct fully executed copies of: of (ia) the executed equity commitment letterletter (the “Equity Commitment Letter”) to Parent from an Affiliate of the Parent Parties, pursuant to which such Affiliate has committed to provide Parent with equity financing in the amount and on the terms and conditions set forth therein (the “Equity Financing”), (b) the commitment letters, dated as of the date hereof by hereof, among Parent and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor the applicable financing sources party thereto (the “Debt Commitment Letters”) and (c) the fee letters, dated as of the date hereof, among Parent and the financing sources party thereto (redacted to remove only the fee amounts, fee percentages, price caps and certain other economic terms (including any economic market “flex” provisions) in a customary manner (none of which could reasonably be expected to adversely affect the conditionality, availability or termination provisions of the Debt Commitment Letters or reduce the aggregate amount available under the Debt Financing), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (together with the Debt Commitment Letters, the “Debt Letters” and the Debt Letters, together with the Equity Commitment Letter, the “Financing CommitmentCommitment Letters”), pursuant . Pursuant to which, upon the terms Debt Commitment Letters and subject to the terms and conditions set forth thereinthereof, 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 each of the applicable parties thereto (USAother than Parent and Merger Sub) LLC have agreed severally committed to lend the amounts set forth therein to Parent or Merger Sub (the Company for the purpose provision of funding the transactions contemplated by this Agreement (such funds as set forth therein, the “Debt Financing”); (ii) for 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 conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor purposes set forth in its Equity Financing such Debt Commitment (the “Equity Financing” and together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings Letters. As of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement Agreement, (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of i) the Financing CommitmentsCommitment Letters have not been amended, restated or otherwise modified or waived in any respect (and no amendment, restatement, modification or waiver is contemplated), and, as of the date hereof, (ii) the respective commitments contained in the Financing Commitments Equity Commitment Letter and, to the Knowledge of Parent, the commitments contained in the Debt Commitment Letters have not been withdrawn, terminated rescinded, amended, restated or rescinded otherwise modified in any respect. There are respect and (iii) with respect to the commitments contained in the Equity Commitment Letter and, to the Knowledge of Parent, the commitments contained in the Debt Letters, no other agreementssuch withdrawal, side letters rescission, amendment, restatement or arrangements to which Investor modification is a party relating to any of the Financing Commitmentscontemplated. As of the date hereofof this Agreement, the Financing Commitments Commitment Letters are in full force and effect and constitute the legal, valid valid, enforceable and binding obligations of Investor andeach of Parent, and to the knowledge Knowledge of InvestorParent, the other parties thereto (thereto, subject in each case to the effect Enforceability Exceptions. As of bankruptcythe date of this Agreement, insolvency, fraudulent conveyance, reorganization, moratorium, receivership there are no conditions precedent or similar Laws relating other contractual contingencies related to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other the funding of the full amount of the Debt Financing pursuant to the Debt Commitment Letters (other than as expressly set forth in the Debt Commitment Letters) and the Equity Financing Commitments, and any related Fee Letter or Engagement Letter or as pursuant to the Equity Commitment Letter. Assuming the satisfaction of the conditions precedent set forth in any such documents amended after Section 8.1 and Section 8.2, the date hereof net proceeds contemplated from the Debt Financing and not the Equity Financing, together with Parent’s available unrestricted cash, will, in violation the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the provisions hereofMerger Consideration, there are no conditions precedent related any payments in respect of equity compensation obligations to be made in connection with the funding Merger, any repayment or refinancing of any outstanding indebtedness of Parent, the full net proceeds of Company and their respective Subsidiaries required in connection with the Financing Merger and all fees and expenses reasonably expected to be incurred in connection with the Merger and the other transactions contemplated by this Agreement (including any the “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyMerger Amounts”). As of the date hereofof this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 8.1 and Section 8.2, to the Knowledge of Parent, no event has occurred which which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default (on the part of Parent or with notice or lapse of time or both would constitute a default) by Investor Merger Sub under the Financing Commitments, or, to the knowledge of Investor, the Commitment Letters or any other parties party to the Financing CommitmentsCommitment Letters. Investor As of the date of this Agreement, there are no side letters or other agreements, Contracts or arrangements that relate to the conditionality, availability, termination or amount of the Debt Financing, the Equity Financing or the funding of all or any part of the Debt Financing or the Equity Financing. Parent has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant of this Agreement in connection with the Debt Financing and satisfied all of the other terms and conditions required to be satisfied by Parent on or prior to the Financing Commitmentsdate hereof. Assuming the accuracy As of the representations and warranties date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in ARTICLE II Section 8.1 and performance by Seller Section 8.2, Parent has no reason to believe that any of the conditions to the Debt Financing or the Equity Financing will not be satisfied, nor does Parent have Knowledge that the full amount of the Debt Financing and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Equity Financing Commitments, Investor and the Company will have access not be made available to Parent as of the time the Closing is required to sufficient cash funds occur pursuant to pay all amounts contemplated by Section 2.2 in accordance with the terms of the Debt Letters. Notwithstanding anything to the contrary contained herein, the Company agrees that a breach of this representation and warranty shall not result in the failure of a condition precedent to the Company’s obligations under this Agreement if (notwithstanding such breach) Parent and Merger Sub are willing and able to be paid by them and to perform their respective obligations hereunderconsummate the Merger on the Closing Date.

Financing. Investor The Company has delivered received copies of (a) a commitment letter dated March 20, 1998 from DLJ Merchant Banking Partners II, L.P., and certain of its affiliates pursuant to the Company true, complete and correct copies of: (i) the executed commitment letter, dated as which each of the date hereof by and among UBS Loan Finance LLCforegoing has committed, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant subject to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLCto purchase securities of MergerSub for an aggregate amount equal to $54,999,997.50, UBS Securities LLC(b) a letter dated March 20, Deutsche Bank AG New York Branch1998 from DLJ Bridge Finance, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities Inc. (USA"DLJ Bridge Fund") LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (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 whichwhich DLJ Bridge Fund has committed, upon subject to the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇to purchase senior pay-in-kind increasing rate notes of the Company in the amount of $110,000,000 and (c) a commitment letter dated March 20, Dubilier & Rice 1998 from DLJ Capital Funding, Inc. ("DLJ Senior Debt Fund") pursuant to which DLJ Senior Debt Fund VIIIhas committed, L.P., has committed subject to invest the cash amount in Investor terms and conditions set forth therein, to enter into one or more credit agreements providing for loans to the corporation surviving the Reorganization Merger of up to $350,000,000. As used in this Agreement, the aforementioned entities shall hereinafter be referred to as the "Financing Entities". The aforementioned credit agreements and commitments to purchase equity securities of MergerSub shall be referred to as the "Financing Agreements" and the financing to be provided thereunder shall be referred to as the "Financing." The aggregate proceeds of the Financing are in an amount sufficient to pay the Merger Consideration, to repay the Company's and its Equity Financing Commitment Subsidiaries' indebtedness (the “Equity Financing” and excluding for this purpose capital lease obligations) together with the Debt Financingany interest, the “Financing”); (iii) any and all fee letters premium or penalties payable in connection with the Debt Financing Commitment therewith, to provide a reasonable amount of working capital financing and to pay related fees and expenses (collectively, the “Fee Letter”"Required Amounts"); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, none of the commitment letters relating to the Financing Commitments are Agreements referred to above has been withdrawn and MergerSub does not know of any facts or circumstances that may reasonably be expected to result in full force and effect and constitute any of the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly conditions set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement commitment letters relating to the Financing Agreements not being satisfied. MergerSub believes that the Financing will not create any liability to which Investor or any of its Affiliates is a party. As the directors and stockholders of the date hereofCompany under any Federal or state fraudulent conveyance or transfer law. MergerSub further believes that, no event has occurred which would constitute a breach or default (or with notice or lapse upon the consummation of time or both would constitute a default) by Investor under the Financing Commitmentstransactions contemplated hereby, orincluding, to the knowledge of Investorwithout limitation, the other parties to Financing, the Financing Commitments. Investor has fully paid or caused to Surviving Corporation (i) will not become insolvent, (ii) will not be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunderleft with unreasonably small capital, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company (iii) will not have access as of the Closing to sufficient cash funds incurred debts beyond its ability to pay all amounts contemplated by this Agreement to such debts as they mature, and (iv) will not have its capital impaired. MergerSub knows of no reason why the Merger will not be paid by them and to perform their respective obligations hereunderrecorded as a "recapitalization" for financial reporting purposes.

Financing. Investor (a) Purchaser has delivered to received and accepted executed and binding commitment letters dated February 3, 2015 (the Company true, complete and correct copies of: (i“Debt Commitment Letters”) the executed commitment letter, dated as of the date hereof by and among UBS Loan Finance LLC, from UBS Securities LLC, Deutsche Bank AG New York UBS AG, Stamford Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC LLC, Royal Bank of Canada and Investor RBC Capital Markets (collectively, the “Debt Financing CommitmentLenders”), pursuant relating to whichthe commitment of the Lenders to provide, upon subject to the terms and subject to conditions thereof, the 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 full amount of the amounts set forth debt financing stated therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); . (iib) Purchaser has delivered to Seller true, complete and correct copies of the executed equity commitment letterDebt Commitment Letters, dated attached hereto as Exhibit F (including, the exhibits and annexes thereto), and any fee letters (the “Fee Letters”) related thereto (with only fee amounts, dates and certain other economic terms, including in respect of the “market flex” and “securities demand” provisions, redacted) (none of which would adversely affect the amount or availability of the Debt Financing). (c) Except as set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. Other than the Debt Commitment Letters and the Fee Letters, there are no side letters or other agreements, contracts or arrangements (except for customary engagement letters) relating to the funding or investing, as applicable, of the full amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letters, together with available cash on hand (taking into account any restrictions on use and costs of repatriation), will provide Purchaser with cash proceeds on the Closing Date in an amount sufficient to consummate the transactions contemplated by this Agreement on the terms contemplated hereby, including the payment of the Purchase Price, and to pay related fees and expenses. (e) Assuming the satisfaction of the conditions in Sections 8.1 and 8.2, to the Knowledge of Purchaser, there is no fact or occurrence as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (that would cause the “Equity Financing Commitment” and together with conditions to funding of the Debt Financing Commitmentnot to be satisfied at or before the Closing, and Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the “Financing Commitments”Closing to be satisfied by it contained in the Debt Commitment Letters. (f) The Debt Commitment Letters are valid, binding and enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), pursuant 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 which, upon constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchaser under the terms and subject to the 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 together with of the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings Letters. As of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence Agreement, no Debt Commitment Letter or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment has been amended, restated or modification of the Financing Commitments)otherwise modified or waived, and, as of the date hereof, and the respective commitments contained in the Financing Commitments Debt Commitment Letters have not been withdrawn, terminated modified or rescinded in any respectrescinded. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of the Financing Commitments. As of the date hereof, the Financing Commitments are Purchaser has paid in full force any and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees or expenses required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy terms of the representations and warranties set forth in ARTICLE II and performance Debt Commitment Letters on or before the date of this Agreement. (g) In no event shall the receipt or availability of any funds or financing by Seller and the Company Purchaser or any of their respective obligations hereunder, upon receipt its Affiliates or any other financing or other transactions be a condition to any of the proceeds contemplated by the Financing 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 Purchaser’s obligations hereunder.

Financing. Investor (a) Parent has delivered to the Company Stockholder true, correct and complete and correct copies of: of (i) the executed commitment letter, dated as of the date hereof by hereof, among Parent and among UBS Loan Finance LLCAIF VII Euro Holdings, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor L.P. (the “Debt Financing CommitmentEquity Commitment Letter”), pursuant to whichwhich AIF VII Euro Holdings, upon L.P. has committed, subject to the terms and subject conditions thereof, to invest the conditions cash amounts set forth therein in the manner 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 and of which Stockholder is a third-party beneficiary and entitled to lend specific performance of the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement terms thereof (the “Debt Equity Financing”); ) and (ii) the executed equity commitment letterletter(s), dated as of the date hereof hereof, among Investor Merger Sub and each of Bank of America, N.A. 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 conditions set forth therein, ▇ ▇▇▇▇▇▇▇▇ Senior Funding, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment Inc. (the “Equity FinancingDebt Commitment Letter” and and, 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 to Merger Sub the amounts set forth therein, of which no less than $50,000,000 of commitments will be made available to Merger Sub under a revolving credit facility (the “Credit Facility”), (the “Debt Financing” and, together with the Equity Financing, the “Financing”); (iii) any and all fee letters . The amounts to be provided pursuant to the Equity Financing, if funded in connection accordance with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None terms of the Financing CommitmentsEquity Commitment Letter, the Fee Letter or the Engagement Letter has been amended or modified will be sufficient for Parent, when required, to contribute sufficient cash to Merger Sub such that Merger Sub will have, immediately prior to the date of this Agreement (provided that Closing, without giving effect to the existence or exercise of the “flex” provisions contained Debt Financing, cash in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly amounts set forth in the Financing CommitmentsEquity Commitment Letter. At the Closing, and assuming the consummation of Debt Financing, Merger Sub shall have cash in amount sufficient to pay the Closing Payment (without regard to any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisionsEstimated Working Capital Adjustment) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of the Pre-Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderDividend.

Financing. Investor has delivered (a) Spinco shall use reasonable best efforts to the Company true, complete and correct copies of: (i) maintain in effect, until the executed earlier of the initial funding of the Spinco Financing (as defined below) and the replacement of the Spinco Financing with the Permanent Financing (as defined below), in each case, in an amount sufficient to fund (and in any event not to exceed) the sum of the Spinco Special Cash Payment and the Additional Amount (the “Spinco Consideration Amount”), the bridge commitment letter, dated as of the date hereof by of this Agreement (including: (A) all exhibits, schedules, annexes and among UBS Loan Finance LLCamendments to such agreement in effect as of the date hereof; and (B) any associated fee letters (together, UBS Securities LLCas amended, Deutsche Bank AG New York Branchrestated, Deutsche Bank AG Cayman Islands Branchreplaced, Deutsche Bank Securities Inc.supplemented or otherwise modified from time to time in accordance with the terms of this Agreement and thereof, Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentSpinco Commitment Letter”)), from the financing sources party thereto (together with all additional lenders, agents and financing sources added to the Spinco Commitment Letter, the “Spinco Lenders”), pursuant to which, upon among other things, the Spinco Lenders have committed to provide Spinco with debt financing in the amount set forth therein (the debt financing contemplated by the Spinco Commitment Letter, together with any amendment, modification, supplement, restatement, substitution or waiver thereof in accordance with the terms of this Agreement being referred to as the “Spinco Financing”), (ii) negotiate definitive agreements with respect to the Spinco Financing, on the terms and subject conditions contained in the Spinco Commitment Letter or on such other terms as are reasonably acceptable to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement Remainco and RMT Partner (the “Debt FinancingSpinco Financing Agreements”); ) and negotiate definitive agreements with respect to the Permanent Financing (iias defined below) as directed by the executed equity commitment letter, dated as of RMT Partner in accordance with the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. immediately following sentence (the “Equity Permanent Financing CommitmentAgreements” and and, together with the Debt Spinco Financing CommitmentAgreements, collectively, the “Financing CommitmentsAgreements”), pursuant to which, upon (iii) materially comply with the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor obligations that are set forth in the Spinco Commitment Letter and the Financing Agreements that are applicable to Spinco and satisfy (or if deemed advisable by Spinco and RMT Partner, seek a waiver of) on a timely basis all conditions precedent in the Spinco Commitment Letter and the Financing Agreements that are within its Equity control, and (iv) in the event that all conditions to funding in the Spinco Commitment Letter or the Financing Commitment Agreements are satisfied at or prior to the Distribution, consummate the Financing (as defined below) at or prior to the Distribution (subject to Section 8.19(k) with respect to the Additional Amount). Notwithstanding anything to the contrary in this Section 8.19, RMT Partner shall have the right to direct Spinco to replace all or a portion of the Spinco Financing with (x) the proceeds of consummated capital markets debt or equity (including preferred or other hybrid equity) financing and/or (y) commitments in respect of other long term debt from the same and/or alternative bona fide third-party financing sources (any such financing (which may include any sale or exchange of Spinco Debt Securities), the “Equity Permanent Financing” and and, together with the Debt Spinco Financing, the “Financing”) so long as (1) all conditions precedent to effectiveness of definitive documentation for such financing have been satisfied and the conditions precedent to funding of such financing are in the aggregate, in respect of certainty of funding, substantially equivalent to (or more favorable to Spinco than) the conditions precedent set forth in the Spinco Commitment Letter and (2) the terms thereof shall be (A) consistent with the Intended Tax Treatment of the transactions contemplated by the Transaction Documents (as determined by Remainco in good faith in consultation with RMT Partner) and (B) reasonably acceptable to Remainco and Spinco; provided that, if any Financing is proposed to be consummated prior to the earlier of (i) February 14, 2022 and (ii) the date of obtaining the Private Letter Ruling, RMT Partner and Remainco shall jointly agree on when to consummate such Financing and no such Financing shall be issued or incurred prior to the satisfaction of the conditions set forth in ARTICLE IX (other than those that would be satisfied by action at the Closing and other than the condition in Section 9.3(h)) without the consent of each of RMT Partner and Remainco, which in each case shall not be unreasonably withheld, conditioned or delayed. (b) In the event any funds in the amounts set forth in the Spinco Commitment Letter or the Financing Agreements, as applicable, or any portion thereof, become unavailable on the terms and conditions contemplated in the Spinco Commitment Letter or the Financing Agreements, as applicable, Spinco (in consultation in good faith with RMT Partner, and, with respect to any Alternative Financing (as defined below) that is in the form of the Permanent Financing, at the direction of RMT Partner) shall use its reasonable best efforts to arrange and obtain promptly any such portion from the same or alternative sources, in an amount sufficient, when added to the portion of the Financing that is available, to allow Spinco to fund the Spinco Consideration Amount (the “Alternative Financing”; it being understood that the amount of any Alternative Financing shall not exceed the Spinco Consideration Amount), and obtain a new financing commitment that provides for such financing; provided that, in each case, (i) the terms of the Alternative Financing must (A) be consistent with the Intended Tax Treatment of the transactions contemplated by the Transaction Documents (including Section 8.19(k) to the extent applicable) (as determined by Remainco in good faith in consultation with RMT Partner) and (B) be customary and reasonable in light of then-prevailing market terms, (ii) the terms and conditions of the Alternative Financing, taking into account and after giving effect to the Spinco Special Cash Payment, the Securities Exchange, the Merger and the other transactions contemplated hereby, would not reasonably be expected to result in any of Spinco (as the survivor of the Merger) or the RMT Partner having a Below Investment Grade Rating (in each case, as determined by RMT Partner in good faith in consultation with Remainco), (iii) the terms and conditions of the Alternative Financing shall not be materially less favorable, taken as a whole, to Spinco or RMT Partner than those in the Spinco Commitment Letter as in effect on the date hereof and (iv) none of Spinco or any of its Affiliates shall agree (without the consent of RMT Partner (such consent not to be unreasonably withheld, conditioned or delayed)) to any Alternative Financing that would result in the payment of fees or interest rates applicable to Spinco Financing in excess of those contemplated by the Spinco Commitment Letter. As used herein, the term “Spinco Commitment Letter” shall be deemed to include any new commitment letters entered into in accordance with this Section 8.19(b) and the term “Financing” shall be deemed to include any Alternative Financing obtained in accordance with this Section 8.19(b). (c) Each of Spinco and RMT Partner shall give the other Party prompt written notice upon it obtaining knowledge of (i) any material breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, (ii) any actual or threatened withdrawal, repudiation or termination of the Financing by any of the Financing Sources and (iii) any and all fee letters material dispute or disagreement between or among any of the parties to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable; provided that in connection with no event shall Spinco or RMT Partner be under any obligation to disclose any information pursuant to clauses (i), (ii) or (iii) that would waive the Debt protection of attorney-client or similar privilege if Spinco or RMT Partner shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. Neither Spinco nor RMT Partner shall, without the prior written consent of the other Party, amend, modify, supplement, restate, substitute, replace, terminate, or agree to any waiver under the Spinco Commitment Letter or the Permanent Financing Commitment Agreements, as applicable, in a manner that (collectively, i) (A) reduces the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None aggregate amount of the Financing Commitments, such that the Fee Letter or the Engagement Letter has been amended or modified prior aggregate funds that would be available to Spinco on the date of this Agreement Distribution would not be sufficient to provide the funds required to fund the Spinco Consideration Amount or (provided that B) increases the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification aggregate amount of the Financing Commitments)such that the aggregate funds would exceed the Spinco Consideration Amount, and, as of (ii) adds or expands on the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds Financing as set forth in the Spinco Commitment Letter as in effect on the date hereof or the Permanent Financing Agreements, as applicable, in a manner that could materially delay or prevent or make materially less likely the funding of the Financing on the date of Distribution or (including iii) materially adversely affects the ability of Spinco to enforce its rights against the Spinco Lenders under the Spinco Commitment Letter as in effect on the date hereof or against the Financing Sources with respect to the Permanent Financing under the Permanent Financing Agreements, as applicable; provided that notwithstanding the foregoing, Spinco may (in consultation with RMT Partner) (i) implement or exercise any of the “market flex” provisionsprovisions exercised by the Spinco Lenders in accordance with the Spinco Commitment Letter as of the date hereof or (ii) under any agreement relating amend and restate the Spinco Commitment Letter or otherwise execute joinder agreements to the Spinco Commitment Letter solely to add additional Spinco Lenders. (d) Until the earliest of the Closing, the valid termination of this Agreement in accordance with Article X and the replacement of the Spinco Financing with Permanent Financing, each of RMT Partner and Merger Sub shall provide to which Investor Spinco and the Spinco Lenders, and shall use reasonable best efforts to cause RMT Partner’s Subsidiaries and RMT Partner’s Representatives to provide to Spinco and the Spinco Lenders, on a timely basis, such cooperation that may be reasonably requested by Spinco or the Spinco Lenders in connection with the arrangement and consummation of the Spinco Financing, including: (i) participation in, and assistance with, the marketing efforts related to the Spinco Financing, including causing its management team, with appropriate seniority and expertise, and other representatives and advisors to assist in preparation for and to participate in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with the Spinco Lenders, other prospective financing sources and rating agencies, in each case, upon reasonable notice and at mutually agreeable dates and times, provided that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) delivery to Spinco and the Spinco Lenders as promptly as reasonably practicable and in any event at least four Business Days before the date of its Affiliates is a party. As the Distribution of documentation and other information reasonably requested by the Spinco Lenders with respect to applicable “know-your-customer” and anti-money laundering rules and regulations at least nine Business Days before the date of the Distribution; (iii) as promptly as reasonably practicable after the date hereof, no event has occurred which would constitute a breach or default providing (or with notice or lapse A) financial statements of time or both would constitute a default) by Investor under RMT Partner necessary for the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy satisfaction of the representations and warranties conditions set forth in ARTICLE II paragraphs 5(c) and performance by Seller 5(d) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof) (it being understood that RMT Partner’s public filing with the SEC of any such financial statements will satisfy such requirements), (B) pro forma financial statements referred to in paragraph 5(e) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof) (with the cooperation of Remainco and Spinco and their respective Subsidiaries (including the Spinco Subsidiaries) pursuant to clause (e)(iii)(B) below) and (C) such financial and other information of RMT Partner customarily required in connection with the execution of financings of a type similar to the Spinco Financing as Spinco or the Spinco Lenders shall reasonably request and using commercially reasonable efforts to update such information from time to time as necessary to ensure such information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading; (iv) assisting Spinco and the Company Spinco Lenders in the preparation of (A) syndication documents and materials, including bank information memoranda (confidential and public), lender and investor presentations and similar documents for the Spinco Financing and (B) materials for rating agency presentations, and similar documents in connection with the Spinco Financing, and in each case, providing reasonable and customary authorization letters to the Spinco Lenders authorizing the distribution of information to prospective lenders and other financing sources; (v) requesting that its independent accountants provide, and using commercially reasonable efforts to cause them to provide, customary comfort letters (including “negative assurance” comfort), customary agreed upon procedures letters (if required) and consents for use of their reports, on customary terms and consistent with customary practice in connection with any Spinco Financing; and (vi) consulting in good faith on the terms and conditions of any Spinco Financing. (e) Until the earlier of the Closing and the valid termination of this Agreement in accordance with Article X, each of Remainco and Spinco and their respective obligations hereunderSubsidiaries (including the Spinco Subsidiaries) shall provide to RMT Partner and the Financing Sources, and shall use reasonable best efforts to cause the Spinco Subsidiaries and Spinco’s and Remainco’s Representatives to provide to RMT Partner and the Financing Sources, on a timely basis, such cooperation that may be reasonably requested by RMT Partner or the Financing Sources in connection with the arrangement and consummation of the Permanent Financing and (if applicable) the RMT Equity Financing, including: (i) participation in, and assistance with, the marketing efforts related to the Permanent Financing and (if applicable) the RMT Equity Financing, including causing its management team, with appropriate seniority and expertise, and other representatives and advisors to assist in preparation for and to participate in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with the Financing Sources, other prospective financing sources and rating agencies, in each case, upon receipt reasonable notice and at mutually agreeable dates and times, provided that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) delivery to RMT Partner and the Financing Sources as promptly as reasonably practicable and in any event at least four Business Days before the date of the proceeds contemplated Distribution of documentation and other information reasonably requested by the Financing CommitmentsSources with respect to applicable “know-your-customer” and anti-money laundering rules and regulations at least nine Business Days before the date of the Distribution; (iii) as promptly as reasonably practicable after the date hereof, Investor providing (A) financial statements of the Spinco Entities necessary for the satisfaction of the conditions set forth in paragraphs 5(a) and 5(b) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof), (B) historical financial information regarding Spinco and the Company will have access as Spinco Subsidiaries reasonably requested by RMT Partner or the Financing Sources to permit RMT Partner to prepare the pro forma financial statements referred to in paragraph 5(e) of Exhibit B of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them Spinco Commitment Letter (as in effect on the date hereof) and to perform their respective obligations hereunder.(c) such other finan

Financing. Investor (a) Parent has received and accepted, and delivered to the Company true, complete and correct copies of: , (i) the fully executed commitment letterletter and redacted fee letter (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that such redacted terms do not affect the conditionality of or the amount of cash proceeds available to Parent and Merger Subsidiary), each dated as of the date hereof by and among UBS Loan Finance LLCOctober 21, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor 2015 (the “Debt Financing CommitmentCommitment Letters”), pursuant from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (collectively with any other agents, arrangers, managers, lenders and other entities from time to whichtime party thereto and such Persons’ Affiliates, upon successors and assigns, the terms and subject “Debt Financing Sources”) confirming their respective commitments to provide Parent with debt financing in connection with the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement Transactions (the “Debt Financing”); ) and (ii) fully executed commitment letters (the executed equity commitment letter“Equity Commitment Letters,” and together with the Debt Commitment Letters, dated as the “Financing Commitment Letters”) from each of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. parties listed on Annex I hereto (the “Equity Financing CommitmentSources” and together with the Debt Financing CommitmentSources, the “Financing CommitmentsSources”), pursuant ) confirming the respective counterparties’ commitments to which, upon the terms and subject provide Parent with equity financing in an amount up to the conditions aggregate amount set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest therein in connection with the cash amount in Investor set forth in its Equity Financing Commitment Transactions (the “Equity Financing,” and together with the Debt Financing, the “Financing”); . Assuming that the Financing contemplated by the Financing Commitment Letters is fully funded on the terms set forth therein, Parent and Merger Subsidiary will have at and after the Closing funds sufficient to consummate the Merger upon the terms contemplated by this Agreement and pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement. (iiib) Each of the Equity Commitment Letters is in full force and effect as of the Agreement Date and is a valid and binding obligation of Parent and Merger Subsidiary and, to the knowledge of Parent, the other parties thereto. The Company is a third-party beneficiary of the Equity Commitment Letters on the terms set forth therein. Each of the Debt Commitment Letters is in full force and effect as of the Agreement Date and is a valid and binding obligation of Parent and Merger Subsidiary and, to the knowledge of Parent, the other parties thereto. Parent or Merger Subsidiary has fully paid, or caused to be fully paid, any and all fee letters commitment or other fees in connection with the Debt Financing Commitment (collectivelyLetters that are payable on or prior to the Agreement Date. As of the Agreement Date, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None none of the Financing Commitments, the Fee Letter or the Engagement Letter has Commitment Letters have been amended or modified prior in any respect, no such amendment or modification is contemplated (other than with respect to the date of this Agreement (provided that the existence or exercise of the any “market flex” provisions terms contained in the Fee Letter shall not constitute Debt Commitment Letter, to the extent such “market flex” terms may be deemed an amendment or modification modification) and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. As of the Agreement Date, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Subsidiary or, to the knowledge of Parent, any other party thereto under any Financing Commitment Letter. There are no conditions precedent to the funding of the full amount of the Financing Commitments)other than the conditions precedent set forth in the Financing Commitment Letters, and, as of the date hereofAgreement Date, the respective commitments contained in Parent has no reason to believe that any term or condition of closing of the Financing Commitments have that is required to be satisfied will not been withdrawnbe satisfied, terminated or rescinded in any respectthat the Financing will not be made available to Parent on the date of the Closing. There are no other agreements, side letters or arrangements other Contracts to which Investor Parent or any of its Affiliates is a party relating (i) related to any the funding or investing, as applicable, of the full amount of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing CommitmentsCommitment Letters, and (ii) awarding any related Fee Letter Person any financial advisory role on an exclusive basis or Engagement Letter (iii) prohibiting or as set forth seeking to prohibit any Person from providing or seeking to provide financing to any Person in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement connection with a transaction relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderCompany.

Financing. Investor 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 (as 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) 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 true, complete and correct date hereof copies of: of a fully executed (i) the executed debt commitment letterletter dated December 19, dated as of the date hereof by 2012 between Jefferies Finance LLC (“Jefferies Finance”) and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor GETCO (the “Debt Financing CommitmentCommitment Letter”), pursuant to which(ii) debt fee letter dated December 19, upon the terms 2012 between Jefferies Finance and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement GETCO (the “Fee Letter” and, together with the Debt FinancingCommitment Letter, the “Debt Financing Letters”); ) and (iiiii) the executed equity commitment letterletter dated December 19, dated as of the date hereof among Investor 2012 between GETCO and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIIIGeneral Atlantic Partners 83, L.P. (the “Equity Financing CommitmentCommitment Letter”; together with the Debt Commitment Letter, the “Commitment Letters” and and, together with the Debt Financing CommitmentLetters, the “Financing CommitmentsLetters”), pursuant to whichthe terms, upon the terms and but subject to the conditions set forth thereinconditions, ▇▇▇▇▇▇▇of which financial institutions party thereto, Dubilier & Rice Fund VIIIincluding Jefferies Finance (the “Lenders”), in the case of the Debt Commitment Letter, and General Atlantic Partners 83, L.P., has in the case of the Equity Commitment Letter, have committed to invest provide the cash amount Company with financing in Investor the amounts set forth in its therein for purposes of financing the 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 Financing Commitment (Letter, as it may be modified, to the extent permitted by this Agreement, the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any provided, however, that, in the case of the Fee Letter, accurate and all complete copies have been delivered to Knight with only the fee letters in connection with the Debt Financing Commitment (collectivelyamounts, certain terms of “market flex” and 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flexSecurities Demand” provisions contained redacted. The Financing Letters, in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)form provided to Knight by GETCO, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the are legal, valid valid, binding and binding enforceable obligations of Investor GETCO and, to the knowledge of InvestorGETCO, the other parties thereto (in accordance with their respective terms and subject in each case to the effect Bankruptcy and Equity Exception. As of bankruptcythe date of this Agreement, insolvencythe Financing Letters have not been withdrawn, fraudulent conveyanceterminated, reorganizationrepudiated, moratoriumrescinded, receivership amended or similar Laws modified, in any respect, and no withdrawal, termination, repudiation, rescission, amendment or modification of the Financing Letters is contemplated. There are no conditions precedent or other contingencies relating to the obligation of any party to any of the Financing Letters to fund the full amount (or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other any portion) of the Financing other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or Letters as set forth in any such documents amended after effect on the date hereof hereof. GETCO has paid all fees and not in violation expenses required to be paid under the Financing Letters as of the provisions date hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereofof this Agreement, GETCO has no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investorany fact, the other parties to the Financing Commitments. Investor has fully paid occurrence or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy condition that makes any of the representations and warranties assumptions or statements set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunderCommitment Letters inaccurate in any material respect or that would cause the Commitment Letters to be terminated or ineffective or, upon receipt assuming satisfaction of the proceeds contemplated by the Financing Commitmentsconditions precedent set forth in Section 8.1 and 8.3, Investor and the Company will have access as that would reasonably be expected to cause any of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement conditions precedent set forth therein not to be paid met. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by them and GETCO or any of its respective Affiliates or any other financing be a condition to perform their respective any of GETCO’s obligations hereunder.

Financing. Investor Parent has delivered to the Company true, a true and complete and correct copies of: (i) fully executed copy of the executed commitment letter, dated as of the date hereof by and among UBS Loan Finance LLCNovember 23, UBS Securities LLC2008, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AGbetween Parent, Credit Suisse Securities (USA) LLC, Credit Suisse, Cayman Islands Branch, Wachovia Capital Markets, LLC and Investor Wachovia Bank, National Association, including all exhibits, schedules and amendments to such letter in effect as of the date of this Agreement (the “Debt Financing CommitmentCommitment 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, upon the terms which and 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 thereof each of the parties thereto (USAother than Parent) LLC have has agreed to lend the amounts set forth therein to (the Company “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement (the “Agreement. The Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has not been amended amended, restated or otherwise modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitments Debt Commitment Letter have not been withdrawn, terminated modified or rescinded in any respect. There are no other agreements, side letters or arrangements respect prior to which Investor is a party relating to any the date of the Financing Commitmentsthis Agreement. As of the date hereofof this Agreement, the Financing Commitments are Debt Commitment Letter in the form so delivered is in full force and effect and constitute constitutes the legal, valid and binding obligations obligation of Investor Parent and, to the knowledge of InvestorParent and Merger Sub, the other parties thereto thereto. There are no conditions precedent (subject in each case including pursuant to any “flex” provisions) related to the effect funding of bankruptcythe full amount of the Debt Financing, 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). Other other than as expressly set forth in the Debt Commitment Letter. Assuming that the Debt Financing Commitmentsis funded, Parent and any related Fee Letter or Engagement Letter or Merger Sub shall have sufficient cash available as set forth in any such documents amended after and when needed, subject to the date hereof and not in violation of the provisions terms hereof, there are no conditions precedent related to pay for the shares tendered pursuant to the funding of Offer and the full net proceeds of aggregate Merger Consideration, the Financing (including aggregate Option Amount, the aggregate Stock Unit/Restricted Stock Amount, the aggregate Company Performance Unit Amount as well as make any “flex” provisions) under any agreement relating to and all other payments required in connection with the Financing to which Investor or any of its Affiliates is a partytransactions contemplated by this Agreement. As of the date hereofof this Agreement, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would constitute a default) by Investor default on the part of Parent under the Financing Commitments, Debt Commitment Letter or, to the knowledge of InvestorParent or Merger Sub, the any other parties party to the Debt Commitment Letter and, as of the date of this Agreement, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Debt Financing Commitments. Investor has fully paid or caused to be satisfied by 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 all commitment fees or other fees required to be paid on or prior to the date hereof of this Agreement pursuant to the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderDebt Commitment Letter.

Financing. Investor Parent has delivered to the Company true, true and complete and correct copies of: (i) the executed commitment letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Barclays Capital, the date hereof by and among UBS Loan Finance LLCinvestment banking division of Barclays Bank, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively, the “Debt Financing Sources”) and Investor excerpts of those portions of the Fee Letter (as defined in the Merger Agreement) and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the 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 the Debt Financing Sources have agreed to lend the amounts set forth therein to (the Company “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”)Transactions; (ii) the executed equity commitment letter, dated as of August 4, 2011 among Sophia Holding I (as defined in the date hereof among Investor Merger Agreement) and ▇▇▇▇▇▇▇ & ▇, Dubilier & Rice Fund VIII▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Financing Commitment” and together with the Debt Financing Commitment, the “Transaction Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Transaction Equity Financing” and together with the Debt Financing, the “Transaction Financing”); and (iii) the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., each of the Investors has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment therein (the “Termination Fee Equity Financing” and together with the Debt Transaction Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has Commitments have been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There As of the date hereof, there are no other agreements, side letters or arrangements to which Investor Parent or Merger Sub is a party relating to any of the Financing CommitmentsCommitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor each of Parent and, to the knowledge of InvestorParent, the other parties thereto (subject in each case to the effect 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)thereto. Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there There are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “market flex” provisions) under any agreement relating other than as expressly set forth in the Financing Commitments. Assuming the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b) or Section 8.3(a) and Section 8.3(b) of the Merger Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Transaction Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the Surviving Corporation (as defined in the Merger Agreement) to which Investor or any pay the Merger Consideration (as defined in the Merger Agreement), Purchaser Company to pay the Purchase Price, Datatel and each of its Affiliates Subsidiaries to refinance their outstanding Indebtedness that is a partyrequired by its terms to be refinanced in connection with the consummation of the Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Datatel Entities and the SunGard Entities (to the extent reimbursable under Section 7.15 of the Merger Agreement) related to the foregoing. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a breach or default (or an event which with notice or lapse of time or both would constitute become a default) by Investor Parent under any of the Financing Commitments, and neither Sophia Holding I nor Datatel has any reason to believe that any of the conditions to any of the Financing will not be satisfied or that the Financing will not be available to Sophia Holding I or Datatel, as applicable, on the Asset Closing Date or, to in the knowledge case of Investorthe Termination Fee Equity Financing, on the other parties to date the Financing CommitmentsParent Termination Fee (as defined in the Merger Agreement) is payable in accordance with Section 9.2(b) of the Merger Agreement. Investor has fully paid or caused to be The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy Except as otherwise contemplated by Section 9.4 of the representations and warranties set forth in ARTICLE II and performance by Seller Merger Agreement, the obligations of the Datatel Entities under this Agreement and the Company of Merger Agreement are not subject to any conditions regarding their respective obligations hereunder, upon receipt of ability to obtain financing for the proceeds contemplated by the Financing 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 hereunderTransactions.

Financing. Investor (a) On or prior to the date hereof, Parent has delivered to the Company true, accurate and complete and correct copies of: of (i) the fully executed debt commitment letter, dated as of the date hereof of this Agreement, by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC inter alia Parent and Investor the Financing Parties specified therein (the “Initial Debt Commitment Letter”) and (ii) the executed fee letter(s), dated as of the date of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing Commitmentcontemplated by such Initial Debt Commitment Letter (with only fee amounts and customary pricing and other economic terms (including “market flex” provisions) redacted, none of which redacted provisions would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing) (such Initial Debt Commitment Letter, all exhibits, schedules, term sheets, annexes, supplements, amendments and other modifications thereto that are permitted under Section 5.22 and any fee letter(s) with respect thereto of the type described in this subclause (ii) (in each case together with joinders to add additional Financing Parties), the “Debt Commitment Letters”). Pursuant to the Debt Commitment Letters as in effect on the date hereof, pursuant to which, upon the terms and subject to the terms and conditions set forth thereinthereof, 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 the Financing Parties party thereto have agreed committed to lend Parent and/or its Subsidiaries party thereto the amounts set forth therein to in the Company Debt Commitment Letters for the purpose of funding purposes set forth therein (the transactions debt financing contemplated by this Agreement (in the Debt Commitment Letters, together with any replacement debt financing permitted hereunder, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”); . (iib) the executed equity commitment letter, dated as 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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that Agreement, to the existence or exercise Knowledge of the “flex” provisions contained in Parent the Fee Letter shall not constitute an amendment or modification of commitments under the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments Debt Commitment Letters are in full force and effect and have not been withdrawn, rescinded, reduced or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as expressly set forth therein and to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement), and the Debt Commitment Letters, in the form so delivered, constitute the legal, valid and binding obligations of Investor of, and are enforceable against, Parent, its Subsidiaries party thereto and, to the knowledge Knowledge of InvestorParent, each of the other parties thereto (subject thereto, subject, in each case to the effect 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). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, orcase, to the knowledge of Investor, the other parties to the Financing Commitments. Investor Enforceability Exceptions. (c) Parent has fully paid (or caused to be fully paid paid) any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or prior before the date of this Agreement, and will pay in full any such other amounts that are due and payable under the Debt Commitment Letters on or before the Closing Date as and when due and payable. Except as expressly set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Debt Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Debt Financing. As of the date hereof pursuant of this Agreement, other than the Debt Commitment Letters and a securities engagement letter (together with one or more fee and credit letters related thereto), there are no Contracts, agreements, “side letters” or other arrangements to which Parent or any of its Subsidiaries is a party relating to the Financing CommitmentsDebt Commitment Letters or the Debt Financing. (d) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach or a failure to satisfy a condition precedent by Parent or its Subsidiaries or, to the Knowledge of Parent, any other party thereto, under the terms and conditions of the Initial Debt Commitment Letter or would result in any of the conditions in any of the Debt Commitment Letters not being satisfied on the Closing Date. Assuming the accuracy satisfaction of the representations and warranties conditions set forth in ARTICLE II Section 6.3(a) and performance by Seller Section 6.3(b), the Debt Financing, when funded in accordance with the Initial Debt Commitment Letter and giving effect to any “flex” provision in or related to the Initial Debt Commitment Letter (including with respect to fees, expenses and original issue discount and similar premiums or charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Initial Debt Commitment Letter), together with cash and cash equivalents immediately available to Parent on the Closing Date, shall provide Parent with proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and its Affiliates’ obligations required to be satisfied on the Closing Date under this Agreement and the Company Initial Debt Commitment Letter (and the Definitive Agreements for the Debt Financing contemplated therein), including the payment of their respective obligations hereunderany fees, upon receipt expenses and other amounts of or payable by Parent or Merger Sub or Parent’s other Affiliates on the proceeds Closing Date in connection with the Merger (as described in this Agreement) and the Debt Financing contemplated by the Financing Commitments, Investor Initial Debt Commitment Letter and the Company will have access as for any repayment or refinancing of the Closing outstanding indebtedness of the Company, Parent and/or their respective Subsidiaries that is defined as the “Refinanced Indebtedness” in Exhibit A to sufficient cash funds the Initial Debt Commitment Letter (such amounts, collectively, the “Financing Amounts”). As of the date of this Agreement, no Financing Party under the Debt Commitment Letters has notified Parent or any of Parent’s Affiliates of its termination or repudiation (or intent to pay all amounts terminate or repudiate) any of the commitments under the Debt Commitment Letters or intent not to provide the Debt Financing. (e) Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement to consummate the Merger or any of the other transactions contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderAgreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing).

Financing. Investor Parent has delivered to the Company true, true and complete and correct copies of: (i) the executed commitment letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Barclays Capital, the date hereof by and among UBS Loan Finance LLCinvestment banking division of Barclays Bank, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively, the “Debt Financing Sources”) and Investor excerpts of those portions of the Fee Letter and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the 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 the Debt Financing Sources have agreed to lend the amounts set forth therein to (the Company “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”)Transactions; (ii) the executed equity commitment letter, dated as of the date hereof August 4, 2011 among Investor Sophia Holding I and ▇▇▇▇▇▇▇ & ▇, Dubilier & Rice Fund VIII▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Financing Commitment” and together with the Debt Financing Commitment, the “Transaction Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Transaction Equity Financing” and together with the Debt Financing, the “Transaction Financing”); and (iii) the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., each of the Investors has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment therein (the “Termination Fee Equity Financing” and together with the Debt Transaction Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has Commitments have been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There As of the date hereof, there are no other agreements, side letters or arrangements to which Investor Parent or Merger Sub is a party relating to any of the Financing CommitmentsCommitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor each of Parent and, to the knowledge of InvestorParent, the other parties thereto (subject in each case to the effect 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)thereto. Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there There are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “market flex” provisions) under any agreement relating other than as expressly set forth in the Financing Commitments. Assuming the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b), or Section 8.3(a) and Section 8.3(b) of the Asset Purchase Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Transaction Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the Surviving Corporation to which Investor or any pay the Merger Consideration, Purchaser Company to pay the Purchase Price, Datatel and each of its Affiliates Subsidiaries to refinance their outstanding Indebtedness that is a partyrequired by its terms to be refinanced in connection with the consummation of the Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Datatel Entities and the SunGard Entities (to the extent reimbursable under Section 7.15) related to the foregoing. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a breach or default (or an event which with notice or lapse of time or both would constitute become a default) by Investor Parent under any of the Financing Commitments, and neither Sophia Holding I nor Datatel has any reason to believe that any of the conditions to any of the Financing will not be satisfied or that the Financing will not be available to Sophia Holding I or Datatel, as applicable, on the date of the Applicable Closing or, to in the knowledge case of Investorthe Termination Fee Equity Financing, on the other parties to date the Financing CommitmentsParent Termination Fee is payable in accordance with Section 9.2(b). Investor has fully paid or caused to be The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming Except as otherwise contemplated by Section 9.4, the accuracy obligations of the representations and warranties set forth in ARTICLE II and performance by Seller Datatel Entities under this Agreement and the Company of Asset Purchase Agreement are not subject to any conditions regarding their respective obligations hereunder, upon receipt of ability to obtain financing for the proceeds contemplated by the Financing 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 hereunderTransactions.

Financing. Investor (a) SpinCo has delivered to the Company RMT Parent a true, complete and correct copies of: fully executed copy of a commitment letter, including (i) the executed all exhibits, schedules, attachments and amendments to such commitment letter, dated letter in effect as of the date hereof by of this Agreement and among UBS Loan Finance LLC(ii) any associated fee letters (together, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentSpinCo Commitment Letter”) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the SpinCo Commitment Letter or any Alternative SpinCo Commitment Letter, the “SpinCo Lenders”), pursuant to which, upon among other things, the terms and subject SpinCo Lenders have committed to SpinCo to provide, or cause to be provided, to SpinCo debt financing in the 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 aggregate amount set forth therein to (the Company for the purpose of funding the transactions bank financing contemplated by this Agreement (the SpinCo Commitment Letter, being referred to as the “Debt SpinCo Financing”); (ii) the executed equity commitment letter, dated as . 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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement Agreement, (provided that x) the existence SpinCo Commitment Letter has not been amended, restated, waived or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, modified and (y) the respective commitments contained in the Financing Commitments SpinCo Commitment Letter have not been withdrawn, terminated modified or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of Except for the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto SpinCo Commitment Letter (subject in each case to the effect 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 lawtogether with all ancillary documents referenced therein). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full net proceeds amount of the Financing SpinCo Financing. (including any “flex” provisionsb) under any agreement relating As of the date of this Agreement, the SpinCo Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of SpinCo and, to the Financing knowledge of SpinCo, the other parties thereto (in each case, subject to which Investor or any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of its Affiliates is a partyequity). As of the date hereof, no event has occurred which would constitute a breach or default of this Agreement (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming assuming the accuracy of the representations and warranties and undertakings of RMT Parent and Merger Sub under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of SpinCo under any term or condition of the SpinCo Commitment Letter and (y) SpinCo is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of SpinCo in the SpinCo Commitment Letter inaccurate in any material respect. SpinCo has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the SpinCo Commitment Letter to be paid on or before the date of this Agreement. On the Distribution Date, assuming the SpinCo Financing is funded in accordance with the SpinCo Commitment Letter, the proceeds of the SpinCo Financing will be sufficient to pay the Internal Reorganization Cash Payments (the “SpinCo Financing Transactions”). Other than as set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunderSpinCo Commitment Letter, upon receipt there are no conditions precedent to the funding of the proceeds full amount of the SpinCo Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditions set forth in Section 8.01 and Section 8.02, SpinCo has no reason to believe that any of the conditions to the SpinCo Financing that are required to be satisfied by it or any other party to the SpinCo Commitment Letter as a condition to the obligations under the SpinCo Commitment Letter will not be satisfied on a timely basis or that the SpinCo Financing contemplated by the Financing CommitmentsSpinCo Commitment Letter will not be available to SpinCo immediately prior to, Investor and or on, 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 hereunderDistribution Date.

Financing. Investor (a) The Purchaser has delivered to the Company trueSeller true and complete copies of executed commitment letters with the lenders and arrangers party thereto (collectively, complete and correct copies of: the “Lenders”) (including (i) the executed commitment letterall exhibits, dated schedules, annexes and amendments to such letters in effect as of the date hereof of this Agreement (other than any fee letters) and (ii) any fee or engagement letters with the Lenders associated therewith that contain any conditions to funding or “flex” provisions, but excluding provisions related solely to fees and economic terms (other than covenants) agreed to by and among UBS Loan Finance LLCthe parties) (collectively, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitment Letters”), pursuant to whichwhich the Lenders have agreed, upon subject to the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (ii) . The Purchaser has also delivered to the Seller a true and complete copy of the executed equity commitment letterletter (including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement), dated as of the date hereof among of this Agreement, between Parent and the Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” and together with the Debt Financing CommitmentCommitment Letters, the “Financing Commitments”), pursuant to whichwhich the Investor has agreed, subject to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the funds required to pay the Closing Payment upon the Closing pursuant to this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Acquisition Financing”). The Financing Commitments, together with any available cash of Parent and its Subsidiaries, will be sufficient for the Purchaser to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., herein. The Purchaser or Parent has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and together with the Debt Financing, the “Financing”); (iii) fully paid any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of commitment fees or other fees required by the Financing Commitments, the Fee Letter Commitments to be paid on or the Engagement Letter has been amended or modified prior to before the date of this Agreement (provided that the existence or exercise Agreement. The Seller is an express third party beneficiary of the “flex” provisions contained Equity Commitment and 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 equitable relief on the 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 force and effect and are the legal, valid and binding obligation of the Purchaser (in the Fee Letter shall case of the Debt Commitment Letters), Parent (in the case of the Equity Commitment) and, to the Purchaser’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 constitute an amendment or modification of subject to any conditions other than as expressly set forth in the Financing Commitments), and. Except as previously disclosed to the Seller, as of the date hereofof this Agreement, 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 Section 7.2 of this Agreement, to the Purchaser’s Knowledge, there are no facts or circumstances that 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 contemplated by this Agreement. As of the 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, terminated modified or rescinded in any respect. There are no other agreementsNotwithstanding anything in this Agreement to the contrary, side letters the Purchaser acknowledges and agrees that the obtaining of all or arrangements to which Investor is a party relating to any part of the Acquisition Financing Commitments. As is not a condition to Closing or the consummation of the date hereoftransactions contemplated by this Agreement, and that, irrespective and independently of the availability of the Acquisition Financing, the Financing Commitments are in full force Purchaser shall be obligated to pay the Purchase Price and effect meet all its financial obligations under this Agreement and constitute the legalAncillary Agreements, valid and binding obligations of Investor and, subject only to the knowledge satisfaction or waiver of Investor, the other parties thereto (subject in each case to the effect 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). Other than as expressly conditions set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderArticle VII.

Financing. Investor has Parent and Merger Sub have delivered to the Company true, correct and complete and correct copies of: of (ia) the executed debt commitment 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 hereof to the extent not prohibited by and among UBS Loan Finance LLCthis Agreement, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitment Letter”), pursuant to whichwhich the Debt Financing Sources have committed, upon subject only to the terms and subject to the 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 aggregate amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (such lending and funding, the “Debt Financing”) for the purposes set forth therein, (b) the fee letter entered into by Parent, Merger Sub and the Debt Financing Sources in connection with the Debt Financing (the “Fee Letter”); provided 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 (iior the modification or expansion of any existing conditions) may have been redacted, and (c) the executed equity commitment letter, dated as of October 1, 2020, among Parent, the Guarantors and the other parties thereto (including all exhibits, schedules and annexes thereto, as amended from time to time after the date hereof among Investor and ▇▇▇▇▇▇▇to the extent not prohibited by this Agreement, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing CommitmentCommitment Letter” and and, together with the Debt Financing CommitmentCommitment Letter, the “Financing CommitmentsCommitment Letters”), pursuant to whichwhich the Guarantors have committed, upon subject to the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest make a cash equity contribution in the cash aggregate amount in Investor set forth in its Equity Financing Commitment therein (such equity contribution, the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any and all fee letters for the purposes set forth therein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereto in connection accordance with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”)terms thereof. None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as As of 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 solely to add additional lenders, arrangers, bookrunners and similar entities), and the respective commitments contained in the Financing Commitments Commitment Letters have not been withdrawn, terminated or rescinded in any respectrespect and, to the knowledge of Parent and Merger Sub, no such withdrawal, termination or rescission is contemplated. There Except for the Fee Letter and the Commitment Letters, there are no other agreements, side letters or arrangements Contracts to which Investor Parent, Merger Sub or any Affiliate of either thereof is a party relating related to any the terms, provision, lending, funding or investing, as applicable, of the Financing Commitmentsor the transactions contemplated hereby. As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any and all commitment fees or other fees that are required to be paid pursuant to the Financing Commitments Commitment Letters on or prior to the date hereof. The Commitment Letters are in full force and effect and constitute are the legal, valid valid, binding and binding enforceable obligations of Investor Parent, Merger Sub and, to the knowledge of InvestorParent, each of the other parties thereto (thereto, to fund the full amount of the Financing subject only to the satisfaction or waiver of the Financing Conditions, in each case subject to the effect Bankruptcy and Equity Exceptions. There are no conditions precedent to funding the full amount of bankruptcythe Financing (including pursuant to any market flex provisions with respect to the Fee Letter delivered in connection with the Debt Financing), 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). Other other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after Commitment Letters delivered to the Company prior to the date hereof and not in violation of the provisions hereof, there are no conditions precedent related or as amended from time to time to the funding extent not prohibited by the terms of this Agreement (such conditions, the full net proceeds of the “Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyConditions”). As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would or would reasonably be expected to (i) constitute a default) by Investor under default or breach on the Financing Commitments, part of Parent or Merger Sub or any of their respective Affiliates or, to the knowledge of InvestorParent, any other party thereto under any of the other parties Commitment Letters, in each case that would reasonably be expected to prevent, delay or impede the Closing or (ii) result in any portion of the 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 Commitmentscontemplated by the Commitment Letters within the control of Parent and Merger Sub will not be satisfied or that the full amount of the Financing will not be made available to Parent and Merger Sub in full on the Closing Date. Investor has fully paid Parent is not aware of the existence of any fact or caused event that would or would reasonably be expected to cause such conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub not to be fully paid satisfied or the full amount of the Financing not to be made available to Parent on the Closing Date. As of the date hereof, and assuming satisfaction or waiver of the conditions set forth in Article VII and the funding of the Financing in accordance with the Commitment Letters, Parent and Merger Sub will have on the Closing Date funds sufficient to pay all commitment amounts payable by Parent or Merger Sub pursuant to Article II on the Closing Date and to pay any and all fees or other fees and expenses required to be paid on or prior to by Parent and Merger Sub in connection with the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts 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 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 paid by them and a condition to perform their respective the obligations hereunderof Parent or Merger Sub to consummate any of the transactions contemplated hereby.

Financing. Investor has delivered to (a) Section 4.6 of the Company true, Parent Disclosure Letter sets forth true and complete and correct copies of: of (i) the (x) executed rollover commitment letter, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor letters (the “Rollover Letters”) from parties (the “Rollover Investors”) that collectively have sole voting and dispositive power with respect to 3,139,975 shares of the Company, which number of shares, when contributed to Parent under the Rollover Letters, will satisfy all minimum requirements for equity contributions to Parent under the Debt Financing Commitment”(whether expressed in terms of minimum value or percentage of shares), pursuant to which, upon the terms and subject to the terms and conditions set forth thereinof which, 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 the Rollover Investors have agreed committed to lend contribute to Parent the amounts 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 Company for terms and conditions of which, the purpose Lenders have committed to provide Parent and/or Merger Sub with financing in the amounts described therein, the proceeds of funding which may be used to consummate the Merger and the other transactions contemplated by this Agreement (the “Debt Financing”); (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 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 together with the Debt Financing, or the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, each of the Financing Commitments are in full force and effect and constitute the Rollover Letters is a legal, valid and binding obligations obligation of Investor Parent or Merger Sub and, to the knowledge Knowledge of Investorthe Parent, the other parties thereto (thereto, enforceable in accordance with its terms, subject in each case to the effect Enforceability Exceptions. As of bankruptcythe date hereof, insolvencyeach of the Financing Commitments and the Rollover Letters is in full force and effect, fraudulent conveyanceand none of the Financing Commitments or the Rollover Letters has been withdrawn, reorganizationrescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, moratoriumto the Knowledge of the Parent, receivership neither Parent nor Merger Sub is in breach of any of the material terms or similar Laws relating conditions set forth in any of the Financing Commitments or the Rollover Letters. As of the date hereof, to the Knowledge of Parent with respect to the Company and its Subsidiaries, there is no fact or affecting creditors rights generally and by general equity principlesoccurrence existing on the date hereof that, whether considered in Proceedings in equity with or at law). Other than as expressly without notice, lapse of time or both, would reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Financing CommitmentsCommitments 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 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 Merger Sub of its intention to terminate any Financing Commitment or not to provide the 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 or the Surviving Corporation, and any related Fee Letter repayment or Engagement Letter refinancing of any indebtedness of the Company or any of its Subsidiaries, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent or Merger Sub has paid in full any and all commitment or other fees required by any Financing Commitment that are due as set forth in any such documents amended of the date hereof, and will pay, after the date hereof 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 in violation contain any additional conditions to closing or other agreements relating to the availability of the 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 hereofwould adversely affect the conditionality or aggregate principal amount of the Financing) or the Rollover Investment to which Parent, there 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. There are no conditions precedent related to the funding of the full net proceeds amount of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereofFinancing, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under other than as explicitly set forth in the Financing Commitments, or, and there are no conditions precedent related to the knowledge contribution of Investorthe full amount of the Rollover Investment, other than as explicitly set forth in the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing CommitmentsRollover Letters. Assuming the accuracy 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 or Merger Sub 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 (ii), in connection with the Merger or the other transactions contemplated by this Agreement. Neither Parent, Merger Sub nor any of their Affiliates has caused or induced any Person to take any action that, if taken by Parent and/or Merger Sub, would be a breach of, or would cause to be untrue, any of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderSection 4.6(b).

Financing. Investor (a) Purchaser has sufficient cash, available lines of credit or other sources of immediately available funds to enable it to consummate the transactions contemplated hereby, including paying in full all amounts required to be paid hereunder by Purchaser, including with respect to any regulatory capital requirements arising out of the transactions contemplated hereby or the Purchased Assets. Purchaser expressly acknowledges and agrees that its obligations hereunder, including its obligations to consummate the transactions contemplated hereby, are not subject to, or conditioned on, receipt of financing. (b) Without limiting the foregoing, Purchaser has delivered to the Company true, Seller a complete and correct copies of: (i) the copy of a fully executed commitment letterletter from Barclays Bank PLC (including all exhibits, dated schedules and annexes to such letter as of and to the extent delivered to Seller on or prior to the date hereof by and among UBS Loan Finance LLCof this Agreement, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitment Letter”), pursuant to whichwhich Barclays Bank PLC has committed, upon the terms and subject to the 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 provide the amounts set forth debt financing described therein to the Company for the purpose of funding in connection with the transactions contemplated by this Agreement hereby. The Debt Commitment Letter and any other debt commitment letter (including any replacement of the Debt Commitment Letter in connection with any Alternative Financing) executed in accordance with Section 5.05, as replaced, amended, supplemented, modified or waived in accordance with Section 5.05, including all exhibits, schedules and annexes to such letters, are hereinafter referred to together as the “Debt Commitment Letters.” The financing contemplated pursuant to the Debt Commitment Letters is hereinafter referred to as the “Debt Financing”); . (iic) the executed equity commitment letter, dated as As of the date hereof among Investor and ▇▇▇▇▇▇▇of this Agreement, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” and together with the Debt Financing CommitmentCommitment Letter is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the “Financing Commitments”)knowledge of Purchaser, pursuant Barclays Bank PLC, and is enforceable in accordance with its terms against Purchaser and, to whichthe knowledge of Purchaser, upon the terms and Barclays Bank PLC (subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed Bankruptcy and Equity Exceptions). All commitment fees required to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and together with be paid under the Debt Financing, Commitment Letter have been paid in full or will be duly paid in full as and when due; and Purchaser shall have otherwise satisfied all of the “Financing”); (iii) any and all fee letters in connection with conditions required to be satisfied by Purchaser pursuant to the terms of the Debt Financing Commitment (collectively, 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, the Fee Letter on or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that Agreement. The Debt Commitment Letter has not been amended, modified or terminated on or prior to the existence date of this Agreement, no such amendment, modification or exercise termination is contemplated by Purchaser as of the “flex” provisions contained date of this Agreement, and no Debt Commitment Letter will be amended, modified or terminated by Purchaser, in the Fee Letter shall not constitute an amendment or modification violation of Section 5.05. As of the Financing Commitments)date of this Agreement, andno event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default by Purchaser under the Debt Commitment Letter. Purchaser, as of the date hereofof this Agreement, is not aware of any fact, occurrence or condition that makes any of the respective commitments contained assumptions or statements set forth in the Financing Commitments have not been withdrawn, Debt Commitment Letter inaccurate (assuming the accuracy of Seller’s representations and warranties set forth in this Agreement) in any material respect or that would reasonably be expected to cause the commitments provided in the Debt Commitment Letter to be terminated or rescinded ineffective or any of the conditions contained therein not to be met. The consummation of the Debt Financing is subject to no conditions precedent other than those expressly set forth in any respect. There the copy of the Debt Commitment Letter, and there are no contingencies that would permit Barclays Bank PLC to reduce the total amount of the Debt Financing other than those expressly set forth in the copy of the Debt Commitment Letter. Except for fee letters relating to fees with respect to the Debt Financing (redacted copies of which, removing only fee amounts, market “flex” provisions and certain other items (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing), but including all fee amounts payable in connection with a termination of this Agreement, have been provided to Seller on or prior to the date of this Agreement) have been provided to Seller on or prior to the date of this Agreement), there are no side letters or other agreements, side letters contracts, or arrangements related to which Investor is a party relating to any the funding of the Financing Commitments. As of the date hereofDebt Financing, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing CommitmentsDebt Commitment Letter. As of the date of this Agreement, assuming no breach by Purchaser of its representations and any related Fee Letter warranties under this Agreement (and cooperation and assistance by Seller as required by the terms of this Agreement) and no breach or Engagement Letter or as default by Seller of its obligations under this Agreement (in either case such that the conditions set forth in any such documents amended after Section 6.01 or Section 6.02 would fail to be satisfied), and based upon facts and events known by Purchaser as of the date hereof and not in violation of this Agreement, Purchaser has no reason to believe that any of the provisions hereof, there are no conditions precedent related to the funding of Debt Financing will not be satisfied or the full net proceeds of Debt Financing will not be consummated as contemplated in the Financing Debt Commitment Letter on or prior to the Closing Date, if required to comply with its obligations under this Agreement (including any “flex” provisions) its obligations under any agreement relating Section 5.03, and including to consummate the Financing transactions contemplated hereby and satisfy regulatory capital requirements applicable to which Investor Purchaser or any of its Affiliates is a party. As related to or arising out of the date hereofconsummation of the transactions contemplated hereby or the Purchased Assets). The aggregate proceeds of the Debt Financing, no event has occurred which would constitute a breach together with cash or default (or with notice or lapse cash equivalents held by Purchaser, as of time or both would constitute a default) by Investor under the Financing CommitmentsClosing Date, or, will be sufficient to the knowledge of Investor, the other parties enable Purchaser to the Financing Commitments. Investor has fully paid or caused to be fully paid pay in cash all commitment fees or other fees amounts required to be paid on or prior by it in cash in connection with the transactions contemplated hereby, including payment of all amounts required to the date hereof be paid pursuant to the Financing Commitments. Assuming the accuracy of the representations Article 2, and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts related fees and expenses payable by Purchaser and satisfy all regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderor the Purchased Assets.

Financing. Investor (a) Parent has delivered to the Company true, complete and correct copies of: of (i) the executed commitment letter, dated as of on or prior to the date hereof by hereof, between Merger Sub and among UBS Loan Finance LLCthe Debt Financing Sources party thereto (including all exhibits, UBS Securities LLCschedules, Deutsche Bank AG New York Branchand annexes thereto, Deutsche Bank AG Cayman Islands Branchand the executed fee letter associated therewith and referenced therein (except that the fee letter is subject to redactions of commercially sensitive information), Deutsche Bank Securities Inc.as may be amended, Credit Suisse AGsupplemented or modified in accordance with the terms hereof, Credit Suisse Securities (USA) LLC and Investor (collectively, the “Debt Financing CommitmentCommitments”), pursuant to whichwhich the Debt Financing Sources party thereto have committed, upon subject to the terms and subject to the 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 “Debt Financing”) for the purpose purposes of funding the transactions contemplated by this Agreement (the “Debt Financing”); Agreement, and related fees, costs and expenses, (ii) the executed equity commitment letterletters, dated as of the date hereof among Investor hereof, between Parent and ▇▇▇▇▇▇▇each of Biomedical Treasure Limited, Dubilier & Rice Fund VIIIBiomedical Future Limited and CC China (2019B) L.P., L.P. respectively (including all exhibits, schedules and annexes thereto (if any), as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, collectively, the “Equity Commitment Letters”), pursuant to which such Guarantor has committed, subject to the terms and conditions set forth therein, to invest each amount set forth therein (collectively, the “Cash Financing”) and (iii) the Support Agreement (together with the Equity Commitment Letters, collectively, the “Equity Financing CommitmentCommitments” and together with the Debt Financing CommitmentCommitments, collectively, the “Financing Commitments”), pursuant to which, upon subject to the terms and subject conditions therein, the Rollover Securityholders have committed to contribute to Parent, immediately prior to the conditions Effective Time, the number of Rollover Securities set forth thereintherein and to consummate the Merger and other transactions contemplated by this Agreement (together with the Cash Financing, ▇▇▇▇▇▇▇collectively, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and together with the Debt Financing, collectively, the “Financing”); (iii) any . Each Equity Financing Commitment provides that the Company is a third party beneficiary thereof and all fee letters entitled to enforce such Equity Financing Commitment in connection accordance with the Debt Financing Commitment (collectivelyterms and conditions set forth therein. As of the date hereof, the “Fee Letter”); Financing Commitments are in full force and effect with respect to, and are the legal, valid, binding and enforceable obligations of, Parent, Merger Sub (ivas applicable) and, to the engagement letter(sknowledge of Parent, each of the other parties thereto, in each case, subject to the Bankruptcy and Equity Exception. (b) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter Commitments has been amended or modified prior to the date of this Agreement (provided that the existence or exercise Agreement. As of the “flex” provisions contained in the Fee Letter shall not constitute an date of this Agreement, no such amendment or modification is contemplated save for any amendment, supplement or modification of the Debt Financing Commitments)Commitments which is or will be made in compliance with ‎Section 6.11, and, as of and the date hereof, the respective obligations and commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respectrespect and no such withdrawal, termination or rescission is contemplated. There Parent or Merger Sub has paid any and all fees that are no due and payable on or prior to the date of this Agreement pursuant to the terms and conditions of the Financing Commitments and will pay when due all other agreements, side letters or arrangements fees arising thereunder as and when they become due and payable pursuant to which Investor is a party relating to any the terms and conditions of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto . (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than c) Except as expressly set forth in the Debt Financing CommitmentsCommitments (including any fee letter and customary engagement letters and non-disclosure agreements that do not impact the conditionality, and any related Fee Letter availability or Engagement Letter or amount of the Financing), as set forth in any such documents amended after of the date hereof and not in violation of the provisions hereof, there are no side letters or Contracts to which Parent or Merger Sub is a party that imposes conditions precedent related to to, affects, or modifies, amends or expands the conditions to, the availability of funding of the full net proceeds of Financing or the Financing transactions contemplated hereby. (including any “flex” provisionsd) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would or would reasonably be expected to constitute a default) by Investor under default or breach on the Financing Commitments, part of Parent or Merger Sub or, to the knowledge of InvestorParent, the any other parties thereto, under the Financing Commitments that would prevent or delay Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereunder. The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the applicable Financing available to Parent or Merger Sub on the terms and conditions therein. As of the date hereof, Parent and Merger Sub have no reason to believe that any of the conditions to the Financing Commitmentscontemplated by the Financing Commitments will not be satisfied or the Financing will not be available to Parent or Merger Sub on the Closing Date; provided that Parent and Merger Sub are not making any representations or warranties regarding the conditions set forth in clause (3) in this ‎Section 4.7‎(d). Investor has fully paid Assuming (1) the conditions in ‎Section 7.1, ‎Section 7.2(a) and ‎Section 7.2‎(b) are satisfied or caused waived, (2) the Financing is funded in accordance with the Financing Commitments and (3) the aggregate amount of Offshore Available Company Cash is at least US$480,000,000 as at the Closing Date, Parent and Merger Sub will have on the Closing Date funds sufficient to be fully paid (i) pay the aggregate Per Share Merger Consideration and the other payments under ‎Article II and (ii) pay any and all commitment fees or other fees and expenses required to be paid on or prior to by the date hereof pursuant to the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II and performance by Seller Parent, Merger Sub and the Surviving Company of their respective obligations hereunderin connection with the Merger, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts other transactions contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderthe Financing.

Financing. Investor (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of: of (i) (1) the fully executed commitment letter, dated as of the date hereof by (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) Loan Funding LLC and Investor (the “Debt Financing Commitment”)Parent, pursuant to whichwhich the Parent Financing Sources party thereto have agreed, upon on the terms and subject to the 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 provide Parent with debt financing in the amounts set forth therein therein, the proceeds of which are to be used to fund the Company for the purpose of funding the transactions contemplated by this Agreement Transactions and fees in connection with such debt financing (the “OpCo Debt Financing”); , (ii2) the fully executed equity warehouse facility commitment letter, dated as of the date hereof among Investor (including all exhibits, annexes, schedules and ▇▇▇▇▇▇▇term sheets attached thereto, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing CommitmentAssetCo Debt Commitment Letter” and and, together with the OpCo Debt Financing CommitmentCommitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing CommitmentsCommitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to whichwhich the Parent Financing Sources party thereto have agreed, upon on the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest provide Parent with debt financing in the cash amount in Investor amounts set forth in its Equity Financing Commitment therein, the proceeds of which are to be used to fund the Transactions (the “Equity AssetCo Debt Financing” and and, together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”); , and (iii3) any and all the fully executed fee letters in connection with relating to each of the Debt Commitment Letters; provided that the fee amounts, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount of the Debt Financing Commitment or (collectivelyy) impose any additional conditions or other contingencies (or otherwise amend, modify or expand any conditions or other contingencies in a manner adverse to Parent) or adversely affect the “Fee Letter”)availability or timing of the funding of the Debt Financing) may be redacted in a customary manner; and (ivii) the engagement letter(s) in connection Equity Commitment Letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior respect to the date of this Agreement provisions specified therein. (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as c) As of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any each of the Financing CommitmentsCommitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including any “flex” provisionsby increasing the amount of fees to be paid or original issue discount) under any agreement relating to from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing to which Investor has been increased by a corresponding amount, or any of the Company has given its Affiliates is a partyprior written consent thereto)). As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would constitute a default) by Investor under default or material breach on the Financing Commitments, part of Parent or, to the knowledge Knowledge of Investorthe Parent, any other party thereto under any Financing Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other parties occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing Commitments(except for customary fee letters, engagement letters relating to the Debt Financing and non-disclosure agreements, none of which impact the conditionality, timing or amount of the Financing) which could adversely impact the timing or availability of the Financing, including without limitation, by providing for additional or different conditions to the timing or availability of the Financing not otherwise contained in the Financing Commitment Letters. Investor has There is no condition to the Financing the satisfaction of which would prevent the satisfaction of the conditions set forth in Sections 6.1, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid paid, or caused to be fully paid paid, any and all commitment fees or and any and all other fees and expenses, in each case as are required to be paid on or prior to before the date hereof pursuant to the Financing Commitments. Assuming the accuracy terms of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderCommitment Letters.

Financing. Investor (a) The amount of funds contemplated to be provided to Purchaser at the Closing pursuant to the Equity Financing Commitments and the Debt Financing Commitments will be sufficient to (i) pay the Closing Purchase Price, (ii) pay any and all fees and expenses required to be paid by Purchaser in connection with the transactions contemplated by this Agreement (including the Purchaser Financing), and (iii) satisfy all of the other payment obligations of Purchaser hereunder required to be paid in connection with the Closing. (b) Purchaser has delivered to the Company Seller a true, accurate and complete and correct copies of: copy of (i) the an executed commitment letter, letter dated as of the date hereof hereof, by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC between Purchaser Guarantor and Investor Purchaser (the “Debt Equity Financing Commitment”), pursuant to whichwhich Purchaser Guarantor has committed, upon the terms and subject to the conditions set forth thereinterms thereof, 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 provide Purchaser the amounts cash amount set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Equity Financing”); ) and which expressly provides that Seller is a third party beneficiary thereto and is entitled to enforce the provisions thereof and (ii) the executed equity debt commitment letterletters, dated as of the date hereof hereof, among Investor Purchaser and ▇▇▇▇▇▇▇the Debt Financing Sources and all related fee letters associated therewith (such commitment letters and fee letters, Dubilier & Rice Fund VIIIincluding all exhibits, L.P. (schedules, annexes and amendments thereto, collectively, the “Equity Debt Financing CommitmentCommitments” and such Debt Financing Commitments, together with the Debt Equity Financing Commitment, the “Financing Commitments”), pursuant to whichwhich the counterparties party thereto have committed, upon the terms and subject to the conditions terms thereof, to lend to Purchaser the debt amounts 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 therein (the “Equity Debt Financing” and and, together with the Debt Equity Financing, the “Purchaser Financing”); . (iiic) any The Financing Commitments are (i) legal, valid and all fee letters in connection with binding obligations of Purchaser and Purchaser Guarantor, as applicable, and, to the Debt Financing Commitment (collectivelyknowledge of Purchaser, each of the “Fee Letter”); other parties thereto and (ivii) enforceable in accordance with their respective terms against Purchaser and/or Purchaser Guarantor, as applicable, and each of the engagement letter(s) other parties thereto except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in connection with any offerings of high-yield bonds (the “Engagement Letter”a proceeding in equity or at law). None As of the date hereof, none of the Financing Commitments, the Fee Letter or the Engagement Letter has Commitments have been amended or modified prior to modified, and as of the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an hereof no such amendment or modification of has been proposed by any party to the Financing Commitments)Commitments other than to add additional arrangers, and, lenders or commitment parties as contemplated by Section 5.16. As of the date hereof, the respective obligations and commitments contained in the Financing Commitments have not been withdrawn, terminated withdrawn or rescinded in any respect. There are no other agreementsrespect by the Purchaser, side letters or arrangements or, to which Investor is a party relating to any the knowledge of the Financing CommitmentsPurchaser, the other parties thereto. As of the date hereof, the Financing Commitments are in full force and effect effect. As of the date hereof, assuming the representations and warranties in Article III are true and correct in a manner that satisfies the condition set forth in Section 6.2(b), no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or breach under the legalFinancing Commitments on the part of Purchaser or Purchaser Guarantor, valid as applicable, or, to the knowledge of Purchaser, any other parties to the Financing Commitments or (y) result in all or any portion of the Purchaser Financing being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 6.2(a) and binding obligations Section 6.2(b) of Investor this Agreement will be satisfied, Purchaser has no reason to believe that any of the conditions to the Purchaser Financing contemplated in the Financing Commitments will not be satisfied or that the Purchaser Financing will not be made available to Purchaser on or prior to the Closing Date, and, to the knowledge of InvestorPurchaser, Purchaser has no reason to believe that any of the other parties thereto (subject in each case Debt Financing Sources will not perform their respective funding obligations with respect to the effect Debt Financing under the Debt Financing Commitments. There are no side letters or other agreements, contracts or arrangements related to the funding or provision, as applicable, 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). Other the Purchaser Financing other than as expressly set forth in the Financing CommitmentsCommitments delivered to Seller prior to the date hereof. There are no conditions precedent or other contingencies related to the funding or provision, and any related Fee Letter or Engagement Letter or as applicable, of the full amount of the Purchaser Financing, other than as expressly set forth in any such documents amended after the Financing Commitments delivered to Seller prior to the date hereof and not in violation of (the provisions hereof“Disclosed Conditions”). Other than the Disclosed Conditions, there are no conditions precedent or other contingencies related to the funding or provision, as applicable, of the full net proceeds of the Purchaser Financing (including that would permit any “flex” provisions) under any agreement relating party to the Financing Commitments to reduce the aggregate amount available to be funded or provided, as applicable, under the Financing Commitments. Purchaser has fully paid, or caused to be fully paid, any and all commitment or other fees in connection with the Financing Commitments which Investor are due and payable on or any of its Affiliates is a partyprior to the date hereof. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy of assuming the representations and warranties in Article III are true and correct in a manner that satisfies the condition set forth in ARTICLE II and performance by Seller and the Company Section 6.2(b), Purchaser is not aware of their respective obligations hereunder, upon receipt any fact or occurrence that makes any of the proceeds contemplated by representations or warranties of Purchaser in any of the Financing Commitments, Investor and Commitments inaccurate in any such respect. Purchaser affirms that it is not a condition to any of Purchaser’s obligations under this Agreement that Purchaser obtain the Company will have access as Purchaser Financing or any other financing for or related to any of the Closing to sufficient cash funds to pay all amounts transactions contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderhereby.

Financing. Investor (a) Parent has delivered to the Company true, true and complete and correct copies of: of (i) the executed commitment letter, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Equity Commitment Letter”), among the Parent and the other parties thereto (the “Equity Financing CommitmentSources”), pursuant to whichwhich the Equity Financing Sources have committed, upon subject only to the terms and subject thereof, to the 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 invest the amounts set forth therein at the date and time at which the Closing is required to occur pursuant to Section 1.02 and to which the Company is an express third party beneficiary, subject to the Company for the purpose of funding the transactions contemplated by this Agreement terms and conditions set forth therein (the “Debt Equity Financing”); , (ii) the executed equity commitment letterletter (together with any term sheet (if any), appendices, annexes, exhibits, schedules and other attachments thereto), dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing CommitmentDebt Commitment Letter” and and, together with the Debt Financing CommitmentEquity Commitment Letter, the “Financing Commitments”) from the financial institutions and other lenders party thereto (the “Lenders” and, together with the Equity Financing Source, the “Financing Sources”), pursuant to whichwhich the Lenders have committed, upon subject only to the terms and subject expressly stated therein, to lend to Sub the conditions amounts set forth thereintherein for purposes of funding the Transactions (including without limitation, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed the Aggregate Merger Consideration) at the date and time at which the Closing is required to invest the cash amount in Investor set forth in its Equity Financing Commitment occur pursuant to Section 1.02 (the “Equity Debt Financing” and (including any replacement Debt Financing that is in place in accordance with Section 5.15(c)), and, together with the Debt Equity Financing, the “Financing”); (iii) the executed Multicurrency Term and Revolving Credit Facilities Agreement, dated as of 20 February 2020, by and among, inter alia, Parent, as an Original Guarantor and HH Finance, as Original Borrower (as amended, restated, amended and restated, modified or supplemented prior to the date hereof, the “HH Existing Credit Agreement”), (iv) the executed Amendment and Waiver Letter (substantially in the form of which is attached to the Debt Commitment Letter as Appendix 2) (the “Amendment and Waiver Letter”) pursuant to which the lenders party to the HH Existing Credit Agreement (which constitute all of the lenders required under the HH Existing Credit Agreement to approve and enter into the Idaho Transaction Amendments (as defined below)) have agreed to the Initial Amendments and Waivers (under and as defined in the Amendment and Waiver Letter and together with the Second Amendments, the “Idaho Transaction Amendments”) and the Second Amendments (under and as defined in the Amendment and Waiver Letter), each of which amends and/or waives, as applicable, the applicable provisions of the HH Existing Credit Agreement, in each case, in order to permit the Parent, HH Finance and Sub to enter into this Agreement, incur the Financing and the consummate the Transactions (including in respect of any Surviving Corporation) and (v) any other agreement or document executed on or before the date hereof that is referenced in the Debt Commitment Letter to which any of Parent, HH Financing, Sub or any of their respective Subsidiaries is party that affects or would be reasonably expected to affect the availability of the Debt Financing at Closing (collectively with the HH Existing Credit Agreement and the Amendment and Waiver Letter, the “Credit Agreement Financing Documents”), save that in the case of (iii) to (v) any commercially sensitive items may be redacted (provided that none of such redacted terms would have, or would reasonably be expected to have, individually or in the aggregate, a Funds Certainty Effect (as defined below)). Parent has also delivered to the Company true and complete copies of any fee letter (with the fee amounts, pricing caps and other economic terms redacted (none of which individually or in the aggregate would have, or would reasonably be expected to have, the effect of (1) reducing 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 or similar fee) to an amount that is, together with the Equity Financing, insufficient to fund the Financing Uses, (2) delaying, impeding or preventing the Closing, (3) adversely affecting the ability of the Parent and/or Sub to timely consummate the transactions contemplated by this Agreement (including due to the funding of any Debt Financing or Equity Financing being unavailable or by adversely impacting the satisfaction of the conditions to obtaining any of the Financing), (4) adversely impacting the ability of Parent, HH Finance and/or Sub, to enforce their rights under the Financing Commitments, the Credit Agreement Financing Documents and/or the Definitive Debt Financing Agreements (as defined below), in each case, in accordance with their terms, or (5) imposing new or additional conditions, adding additional termination rights in favor of the Lenders or underwriters or shortening the outside termination date in the Financing Commitments, or otherwise expanding or adversely amending any conditions to the receipt of the Financing, in each case, that would result in the occurrence of any or all of the preceding clauses (1) through (4) (collectively, the effect of any or all of clauses (1) through (5), individually or in the aggregate, a “Funds Certainty Effect”)) relating to the Debt Commitment Letter (any such fee letter, a “Fee Letter”) and any engagement letters or other agreements relating to the Debt Financing that would have or would reasonably be expected to have a Funds Certainty Effect. Each of Parent, HH Finance and Sub acknowledge that performance of its obligations under this Agreement is not contingent upon the availability of the Financing to Parent, HH Finance and/or Sub and/or the consummation of the Credit Agreement Financing Documents, as applicable. (b) Assuming the Financing is funded in accordance with the Financing Commitments, and the satisfaction of the conditions contained in Section 6.02(a) clause (D) (with respect to the representations and warranties set forth in Section 3.02(a), Section 3.02(b) and Section 3.02(d)), Section 6.02(b), Section 6.02(d) and Section 6.02(e), the aggregate net proceeds from the Financing when funded in accordance with the Financing Commitments, are sufficient to fund all of the amounts required to be provided by Parent and/or Sub for the consummation of the Transactions including, without limitation, the payment of the Aggregate Merger Consideration, and the payment of all fees, costs and expenses related the Transactions contemplated hereby payable by the Parent and/or Sub and any costs and expenses of the Surviving Corporation that are payable by Parent and/or sub at Closing in connection with, or as a result of, the Transactions (including, without duplication, the amounts payable in connection with any refinancing of Indebtedness required in connection with the Debt Financing Commitment Transactions and any amounts required by the Parent and/or Sub, pursuant to the Fee Letter) (collectively, the “Fee LetterFinancing Uses”); and . (ivc) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None Each of the Financing Commitments, Commitments and the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Credit Agreement (provided that the existence or exercise of the “flex” provisions contained Financing Documents are in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, full force and effect as of the date hereof, the respective commitments contained in the Financing Commitments hereof and have not been withdrawn, terminated or rescinded in any respect. There or are no contemplated to be withdrawn, terminated or rescinded by HH Finance, the Parent or their respective Subsidiaries party thereto (or, to the knowledge of Parent, HH Finance and Sub solely with respect to the other agreementsparties thereto, side letters contemplated to be withdrawn, terminated or arrangements to which Investor is a party relating to any rescinded by such other parties) or, otherwise amended, restated, amended and restated, supplemented or modified or, with respect of the Financing Commitments. As of Commitments other than in accordance with Section 5.15(a) and/or Section 5.15(c), the Credit Agreement Financing Documents, are contemplated to be amended, restated, amended and restated, supplemented or modified after the date hereofhereof by HH Finance or its Subsidiaries (or, to the knowledge of Parent, HH Finance and Sub solely with respect to the other parties thereto, contemplated to be amended, supplemented or modified by such other parties). Each of the Financing Commitments are and the Credit Agreement Financing Documents, in full force and effect and constitute the form delivered to the Company, is a legal, valid and binding obligations obligation of Investor HH Finance, Sub and their Subsidiaries party thereto and (to the knowledge of the Parent, HH Finance and Sub) the other parties thereto, enforceable against the HH Finance, Sub and their respective Subsidiaries and, to the knowledge of InvestorParent, the HH Finance and Sub, such other parties thereto (in accordance with its terms, subject in each case to the effect Bankruptcy and Equity Exception. As of bankruptcythe date of this Agreement, insolvencyneither Parent, fraudulent conveyance, reorganization, moratorium, receivership HH Finance nor Sub are aware of any fact or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after occurrence existing on the date hereof that would or would reasonably be expected to have a Funds Certainty Effect. There are no side letters or other Contracts or arrangements to which the Parent, HH Finance, Sub or, in each case, any controlled affiliate thereof is a party that would have or would reasonably be expected to have a Funds Certainty Effect with respect to the Debt Financing, except for the Fee Letter, any other fee letters, engagement letters with respect to the Debt Financing and not any other agreements, which, in violation of each case, have been delivered to the Company in accordance with the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partySection 4.07(a). As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would constitute a default) by Investor default or breach on the part of Parent, HH Finance, or Sub under any term, or a failure of any condition, of the Financing Commitments, or, Commitments or the Credit Agreement Financing Documents that would result in any portion of the Financing contemplated thereby required for the Financing Uses being unavailable at the date and time at which the Closing is required to occur pursuant to Section 1.02. Assuming the satisfaction of the conditions contained in Section 6.02(a) clause (D) (with respect to the knowledge representations and warranties set forth in Section 3.02(a), Section 3.02(b) and Section 3.02(d)), Section 6.02(b), Section 6.02(d) and Section 6.02(e) (other than those conditions by their nature are to be satisfied at the Closing), none of InvestorHH Finance, the other parties Parent nor Sub has reason to believe that it, any Equity Financing Source or any Lender would be unable to satisfy on a timely basis any term or condition of the Financing CommitmentsCommitments required to be satisfied by it. Investor has Parent and Sub have fully paid or caused to be fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or prior before the date of this Agreement. There are no conditions precedent or other contingencies related to the date hereof pursuant to the Debt Financing Commitments. Assuming the accuracy of the representations and warranties that could have a Funds Certainty Effect, other than as expressly set forth in ARTICLE II the Financing Commitments (the “Disclosed Conditions”). No person has any right to impose, and performance by Seller and none of HH Finance, Parent, Sub or any of their Subsidiaries party thereto or any counterparty to any Financing Commitment has any obligation to accept (i) any condition precedent to such funding or investing other than the Disclosed Conditions, (ii) any reduction to the aggregate amount available under the Financing Commitments required for the Financing Uses at the Closing or (iii) any term or condition that could reasonably be expected to have a the Funds Certainty Effect. (d) Neither Parent nor Sub has, directly or indirectly, entered into an exclusivity, lock-up or other similar agreement, arrangement or binding understanding with any bank, investment bank or other potential provider of debt or equity financing that prohibits such provider from providing or seeking to provide any services or financing, including debt or equity financing, to any third party in connection with a transaction relating to the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and or the Company will have access as Subsidiaries (including in connection with the making of any Competing Proposal) in connection with 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 hereunderTransactions.

Financing. Investor has delivered to (a) Section 3.09(a)(i) of the Company Parent Disclosure Letter sets forth true, accurate and complete and correct copies of: of (i) the an executed commitment letter, dated as of together with all schedules and exhibits thereto, from the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor lenders party thereto (the “Primary Debt Financing CommitmentCommitment Letter”), pursuant to which, upon the terms and subject to the terms and conditions set forth thereinthereof, 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 the lenders party thereto have agreed committed to lend the amounts amount set forth therein to Parent for the Company purpose of funding the transactions contemplated by this Agreement; and (ii) an executed commitment letter, together with all schedules and exhibits thereto, from the lender party thereto (the “Secondary Debt Commitment Letter,” and, together with the Primary Debt Commitment Letter, the “Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the lender party thereto has committed to lend the amount set forth therein for the purpose of funding the transactions contemplated by this Agreement (the funding received pursuant to the Debt Commitment Letters, the “Debt Financing”); (ii. Section 3.09(a)(ii) of the Parent Disclosure Letter sets forth a true, accurate and complete copy of the executed equity commitment letter, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. letter (the “Equity Financing CommitmentCommitment Letter” and and, together with the Debt Financing CommitmentCommitment Letter, the “Financing Commitments”), ) from the Investors pursuant to whichwhich each Investor has committed to invest, upon subject to the terms and subject to conditions therein, the conditions amount 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 therein (the “Equity Financing” and together with the Debt Financing, the “Financing”); . The Equity Commitment Letter provides, and shall continue to provide, that the Company is a third-party beneficiary thereof. (iiib) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings As of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereofAgreement, the Financing Commitments are in full force and effect and constitute have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. As of the date of this Agreement, each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligations obligation of Investor Parent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, to the knowledge Knowledge of InvestorParent, the other parties thereto (subject thereto, enforceable in accordance with its terms, except, in each case case, as enforcement may be limited by the Bankruptcy and Equity Exception. As of the date of this Agreement, other than the Financing Commitments, there are no agreements, side letters or arrangements relating to the effect Financing Commitments that could affect the conditionality of bankruptcythe Debt Financing or the Equity Financing, insolvencyand the Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. Except for customary fee and engagement letters with respect to the Debt Financing (true, fraudulent conveyanceaccurate and complete copies of which Parent has delivered to the Company prior to the date of this Agreement, reorganizationexcept that fee amounts, moratoriumprice caps and economic “flex” terms may be redacted), receivership there are no other agreements, side letters or similar Laws arrangements relating to the funding or affecting creditors rights generally and by general equity principlesinvesting, whether considered in Proceedings in equity as applicable, of the Financing Commitments that could affect the amount or at law)availability of the Debt Financing or the Equity Financing. Other than as expressly As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would: (i) constitute a default or breach of the Guarantors, the Investors, Parent or Merger Sub, or to the Knowledge of Parent, of any other party thereto, under any term or condition of the Financing Commitments; (ii) make any of the assumptions or any of the statements set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth Commitments inaccurate in any such documents amended after the date hereof and not material respect; (iii) reasonably be expected to result in violation any of the provisions hereof, there are no conditions precedent related in the Financing Commitments not being satisfied; or (iv) otherwise result in or would reasonably be expected to the funding of the full net proceeds result in any portion of the Financing (including not being available. None of the Guarantors, the Investors or any “flex” provisions) under lender party to any agreement relating Financing Commitment has notified Parent or Merger Sub of its intention to terminate any of the Financing Commitments or not to provide the Financing. Assuming the satisfaction of the conditions in Section 7.01 and Section 7.03, as of the date of this Agreement, neither Parent nor Merger Sub has reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of the Closing to be satisfied by it with respect to the Financing to which Investor Commitments or any of its Affiliates is a party. As that the full amount of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse Financing will not be available as of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing CommitmentsClosing. Investor Parent has fully paid or caused to be fully paid any and all commitment fees or other fees required by the Financing Commitments (or any related fee letter or engagement letter) to be paid on or prior to the date hereof pursuant of this Agreement. None of the Financing Commitments (or any related fee letter or engagement letter) contains any commitment fee or other fee payable by the Company, any Company Subsidiary or their respective Affiliates prior to Closing. Assuming (A) that the Financing is funded in accordance with the Financing Commitments. Assuming , (B) the accuracy in all material respects of the representations and warranties set forth in ARTICLE II IV and (C) the performance by Seller the Company and the Company of their respective obligations hereunder, upon receipt Subsidiaries of the proceeds covenants and agreements contained in this Agreement, the Financing, together with the Available Cash Amount (assuming, that the Available Cash Amount is at least $20,000,000) is sufficient to satisfy, all of Parent’s and Merger Sub’s obligations under this Agreement, including the consummation of the transactions contemplated by this Agreement, the Financing Commitmentspayment of the aggregate Merger Consideration, Investor the payment of the amounts contemplated by Section 2.04, Section 6.04 and Section 6.12, and the Company will have access as payment of the Closing to sufficient cash funds to pay all amounts associated fees, costs and expenses contemplated by this Agreement to be paid or payable in connection with the transactions contemplated by them this Agreement (including the Financing and to perform their respective obligations hereunderany refinancing of Indebtedness of the Company, Parent or any other party required in connection therewith or such other payments).

Financing. Investor (a) ▇▇▇▇ has delivered to the Company Visteon true, correct and complete and correct copies of: of (i1) the executed senior commitment and underwriting letter, dated as of December 12, 2014 among ▇▇▇▇, Korea Exchange Bank, Shinhan Bank and Woori Investment & Securities Co., Ltd. and the date hereof by executed junior commitment and underwriting letter, dated December 12, 2014 among UBS Loan Finance LLC▇▇▇▇ and Woori Investment & Securities Co., UBS Ltd. (Korea Exchange Bank, Shinhan Bank and Woori Investment & Securities LLCCo., Deutsche Bank AG New York BranchLtd. together, Deutsche Bank AG Cayman Islands Branchthe “Lenders”), Deutsche Bank Securities Inc.together with any related fee letters, Credit Suisse AGincluding, Credit Suisse Securities in each case, all exhibits, schedules, annexes and amendments thereto (USA) LLC and Investor (together, the “Debt Financing CommitmentCommitment Letters”) (which, in each case, may be redacted with respect to any provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing), pursuant to which, upon the terms and subject to the terms and conditions set forth thereinthereof, 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 the Lenders have agreed committed to lend the amounts set forth therein to the Company ▇▇▇▇ for the purpose of funding the transactions contemplated by this Agreement Transaction (the “Debt Financing”); , and (ii2) the executed equity commitment letterletters, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing CommitmentCommitment Letters” and and, together with the Debt Financing CommitmentCommitment Letters, the “Financing CommitmentsCommitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth therein) from ▇▇▇▇ & Company I L.P., ▇▇▇▇ & Company II L.P., ▇▇▇▇▇ & Company II-A L.P. and HCPE II, Dubilier & Rice Fund VIII, L.P., has LP (the “Sponsors”) pursuant to which the Sponsors have committed to invest the cash amount in Investor amounts set forth in its Equity Financing Commitment therein (the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any . The Equity Commitment Letters provide, and all fee letters in connection with the Debt Financing Commitment (collectivelywill continue to provide, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained Company is a third party beneficiary thereof in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as each case. (b) As of the date hereof, all of the respective commitments contained Commitment Letters are in the Financing Commitments full force and effect and have not been withdrawn, rescinded, repudiated or terminated or rescinded otherwise amended, supplemented or modified in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of the Financing Commitments. As of the date hereof, each of the Financing Commitments are Commitment Letters, in full force and effect and constitute the form so delivered, is a legal, valid valid, binding and binding obligations enforceable obligation of Investor ▇▇▇▇ and, to the knowledge Knowledge of Investor▇▇▇▇, the other parties thereto (subject in each case to the effect of thereto, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or fraudulent conveyance and other similar Laws relating to or of general application affecting creditors enforcement of creditors’ rights generally and by general equity principles, whether considered in Proceedings in equity or at law)generally. Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after As of the date hereof and not in violation of the provisions hereof, there are no conditions precedent side letters or other agreements, Contracts or arrangements to which ▇▇▇▇ and its Affiliates are parties (except for customary engagement letters and fee letters related to the funding Debt Financing, a copy (which, with respect to the fee letters, may be redacted with respect to any provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the full net proceeds Debt Financing) of each of which has been provided to Visteon, and customary non-disclosure agreements that do not impact the conditionality of the Financing (including any “flex” provisionsFinancing) under any agreement relating to the Financing to which Investor Commitment Letters or any of its Affiliates is a partycommitments contemplated thereby. As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would or would reasonably be expected to (i) constitute a default) by Investor under default or breach on the Financing Commitments, part of ▇▇▇▇ or, to the knowledge Knowledge of Investor▇▇▇▇, any other Person under any term of the other parties Commitment Letters, (ii) constitute or result in a failure of any condition to the obligations of the Financing CommitmentsSources in the Commitment Letters, (iii) make any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate in any material respect or (iv) otherwise result in any portion of the Financing contemplated thereby to be unavailable. Investor As of the date hereof, subject to the accuracy of the representations and warranties of Visteon and Seller set forth in Article II and the satisfaction of the conditions set forth in Sections 5.01 and 5.02, ▇▇▇▇ has no reason to believe that it would be unable to satisfy on a timely basis any term or condition of the Commitment Letters required to be satisfied by it or that the full amount of the Financing will not be funded at the Closing. As of the date hereof, ▇▇▇▇ has not received any notice or other communication from any party to any of the Commitment Letters with respect to (i) any actual or potential breach or default on the part of ▇▇▇▇ or any other party to any of the Commitment Letters or (ii) any intention of such party to terminate any of the Commitment Letters or to not provide all or any portion of the Financing. As of the date hereof, ▇▇▇▇ knows of no fact, occurrence, circumstance or condition that would reasonably be expected to cause any of the Commitment Letters to terminate, to be withdrawn, repudiated, rescinded or modified or to be or become ineffective, except in accordance with its terms or otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Commitment Letters to not be available to ▇▇▇▇ on a timely basis (and in any event as of the Closing). ▇▇▇▇ has fully paid or caused to be fully paid any and all commitment fees or other fees required by the Commitment Letters to be paid on or prior before the date of this Agreement. Assuming (1) the Financing is funded in accordance with the Commitment Letters (after giving effect to the date hereof pursuant to the Financing Commitments. Assuming flex provisions), (2) the accuracy of the representations and warranties set forth in ARTICLE II Article II, and performance (3) the satisfaction of the conditions set forth in Sections 5.01 and 5.02, the aggregate proceeds from the Financing will be sufficient to fund all of the amounts required to be provided by Seller ▇▇▇▇ for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of ▇▇▇▇’▇ obligations under this Agreement, including the payment of the proportion of the Purchase Price set forth opposite ▇▇▇▇ on Annex 1.01, and the Company payment of their respective all associated costs and expenses of the Transaction to be borne by ▇▇▇▇. There are no conditions precedent to the funding or investing, as applicable, of the full amount of the Financing, including in any customary fee letters and engagement letters, other than as expressly set forth in the Commitment Letters. Other than the Commitment Letters, there are no other Contracts, arrangements or understandings (written or oral) to which ▇▇▇▇ and its Affiliates are parties directly or indirectly related to the Financing (except for customary engagement letters and fee letters related to the Debt Financing, a copy (which, with respect to the fee letters, may be redacted with respect to any provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing) of each of which has been provided to Visteon, and customary non-disclosure agreements that do not impact the conditionality of the Financing). (c) Hankook Tire has available to it as of the date hereof, and will have available to it at the Closing, funds sufficient to, enable Hankook Tire to perform all of its obligations hereunder, upon receipt including delivering the proportion of the proceeds contemplated by the Financing CommitmentsPurchase Price set forth opposite Hankook Tire on Annex 1.01, Investor as and the Company will have access as of the Closing to sufficient cash funds to pay all amounts when contemplated by this Agreement Agreement, and the payment of all associated costs and expenses of the Transaction to be paid borne by them and to perform their respective obligations hereunderHankook Tire.

Financing. Investor (a) Purchaser has delivered to the Company true, complete received and correct copies of: (i) the accepted an executed commitment letter, letter dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt FinancingCommitment Letter”); ) from the lenders party thereto (iicollectively, the “Lenders”) relating to the executed equity commitment letter, dated as commitments of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. Lenders to provide Purchaser with term loan credit facilities in an aggregate amount equal to the Purchase Price (the “Equity Financing CommitmentCredit Facilities” and and, together with any issuance of securities on or prior to the Closing as described in the Debt Financing Commitment, Commitment Letter and the “Financing Commitments”), pursuant to which, upon the terms and subject to the 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 together with the Debt FinancingFee Letter, the “Financing”); (iii) any . A complete and all fee letters in connection with correct copy of the Debt Financing Commitment Letter has been provided to Seller. Except as set forth or described in the Debt Commitment Letter and except for the payment of certain fees and expenses as set forth in a fee letter that has been executed by Purchaser and the Lenders (collectively, the “Fee Letter”); and (iv) , there are no conditions precedent to the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None obligations of the Financing Commitments, Lenders to provide the Fee Letter Credit Facilities or any express contractual contingencies that would permit the Engagement Letter has been amended Lenders to reduce the total amount of the Credit Facilities (other than a reduction equal to the aggregate principal amount of any securities issued on or modified prior to the date Closing as a part of the Financing, as described in the Debt Commitment Letter and the Fee Letter). Subject to the terms and conditions set forth in the Debt Commitment Letter and the Fee Letter, the Financing, if obtained, will provide Purchaser with acquisition financing on the Closing Date that, together with other sources of liquidity available to Purchaser, represents an amount sufficient to pay the Purchase Price on the terms set forth in this Agreement and to pay the related fees and expenses that are to be paid at the Closing. (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. b) As of the date hereof, to the Financing Commitments are knowledge of Purchaser, (i) the Debt Commitment Letter is valid and binding and in full force and effect and constitute the legal, valid and binding obligations of Investor and, (ii) subject to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation accuracy of the provisions hereof, there are no conditions precedent related to the funding representations and warranties of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereofSeller contained in Article IV, no event has occurred which that, without or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or default (or with notice or lapse on the part of time or both would constitute a default) by Investor Purchaser under the Financing Commitments, or, to terms and conditions of the knowledge of Investor, the other parties to the Financing CommitmentsDebt Commitment Letter. Investor Purchaser has fully paid or caused to be fully paid in full any and all commitment fees or other fees required to be paid on or prior to the date hereof of this Agreement pursuant to the Financing Commitments. Assuming the accuracy terms of the representations and warranties set forth in ARTICLE II and performance by Seller Debt Commitment Letter and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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.Fee Letter ..

Financing. Investor (i) Purchaser has delivered to the Company true, correct and complete and correct copies of: (i) the executed commitment letter, dated as of the date hereof by duly executed (A) debt commitment letter from the Debt Financing Sources (together with all exhibits, annexes, schedules and among UBS Loan Finance LLCattachments thereto, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitment Letter”), ) pursuant to which, upon subject to the terms and subject to conditions in the conditions set forth thereinDebt Commitment Letter, 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 the Debt Financing Sources have agreed committed to lend the amounts set forth therein in the Debt Commitment Letter to the Company Purchaser for the purpose of funding the transactions contemplated by this Agreement Transaction Payments (the “Debt Financing”); , and (iiB) convertible notes commitment letter with the executed equity commitment letter, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. investors that are parties thereto (the “Equity Financing CommitmentInvestors”) (together with all exhibits, annexes, schedules and attachments thereto, the “Convertible Notes Commitment Letter,” and together with the Debt Financing CommitmentCommitment Letter, the “Financing CommitmentsCommitment Letters”), ) pursuant to which, upon subject to the terms and subject to conditions in the conditions set forth thereinConvertible Notes Commitment Letter, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has the Investors have committed to invest the cash purchase an aggregate principal amount in Investor of secured convertible senior notes of Parent set forth in its Equity Financing the Convertible Notes Commitment Letter for the purpose of funding the Transaction Payments, including by way of funding a capital contribution to a direct wholly-owned subsidiary of Parent for such purposes (the “Equity Convertible Notes Financing,” and together with the Debt Financing, the “Financing”); . (iiiii) any The net proceeds contemplated by the Commitment Letters, together with cash and cash equivalents or other sources of immediately available funds available to Purchaser on the Closing Date, will, in the aggregate, be sufficient to consummate the Transactions upon the terms contemplated by this Agreement and to pay all fee letters related fees and expenses associated with the Transactions, including payment of all amounts under Article 3. Purchaser has fully paid all commitment fees and other fees in connection with the Debt Financing Commitment Letters that are payable on or before the Execution Date. Purchaser has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it or its Affiliate(s) contained in either Commitment Letter. (collectivelyiii) As of the Execution Date: (A) each Commitment Letter, in the form delivered to the Company, is in full force and effect and is a legal, valid and binding obligation of Parent or Purchaser, as applicable, and, to Purchaser’s Knowledge, the “Fee other parties to such Commitment Letter”); and ; (ivB) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement neither Commitment Letter has been amended amended, supplemented or otherwise modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, any respect and the respective commitments contained in the Financing Commitments Commitment Letters have not been withdrawn, terminated withdrawn or rescinded in any respect. There ; (C) no event has occurred that, with or without the passage of time or the giving of notice or both, would (1) constitute a default or breach by Parent or Purchaser, as applicable, under any term or condition of either Commitment Letter, or (2) individually or in the aggregate permit the Debt Financing Sources or Investors, as applicable, to terminate the applicable Commitment Letter or not to make the initial funding of the facilities to be established under (in the case of the Debt Financing) or not to purchase the secured convertible senior notes to be purchased under (in the case of the Convertible Notes Financing) the applicable Commitment Letter upon satisfaction of all conditions to the Commitment Letters; and (D) except as set forth in the Commitment Letters, there are no other (1) conditions precedent to the respective obligations of the Debt Financing Sources or Investors in the applicable Commitment Letter to fund the full amount of the Financing (excluding, for the avoidance of doubt, any “flex” provision in the fee letter related to the Debt Commitment Letter); or (2) contractual contingencies under any agreements, side letters or arrangements to which Investor is a party relating to any of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor either Purchaser or any of its Affiliates is a party. As party that would permit the Debt Financing Sources or Investors to reduce the total amount of the date hereofFinancing, no event has occurred which or that would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under materially and adversely affect the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy availability of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderFinancing.

Financing. Investor (a) Buyer has delivered to Seller prior to the Company true, date hereof true and complete and correct copies of: of (i) the a fully executed commitment letter, dated as of the date hereof hereof, by and among UBS Loan Finance LLCBuyer and the Debt Financing Sources party thereto, UBS Securities LLCincluding all annexes, Deutsche Bank AG New York Branchexhibits, Deutsche Bank AG Cayman Islands Branchschedules and other attachments thereto and all executed fee letters associated therewith (other than the fees set forth therein, Deutsche Bank Securities Inc.pricing terms, Credit Suisse AGpricing caps, Credit Suisse Securities and other terms that are customarily redacted in connection with transactions of this type, which have been redacted) (USA) LLC and Investor (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section ‎5.17, collectively, the “Debt Financing CommitmentCommitment Letter”), ) pursuant to whichwhich the Debt Financing Sources have committed, upon on the terms and subject to the 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 provide Buyer with debt financing in the amounts set forth therein to in connection with the Company for the purpose of funding the transactions contemplated by this Agreement Transactions (the “Debt Financing”); ) and (ii) the a fully executed equity commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitment Letters”), dated as of the date hereof among Investor hereof, by and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” between Sponsor and together with the Debt Financing Commitment, the “Financing Commitments”)Buyer, pursuant to which, upon which Sponsor has committed to provide equity financing in the amount and on the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest therein in connection with the cash amount in Investor set forth in its Equity Financing Commitment Transactions (the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any . The Equity Commitment Letter provides, and all fee letters in connection will continue to provide, that Seller is a third-party beneficiary thereto with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior respect to the date of this Agreement provisions specified therein. (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as b) As of the date hereof, (i) the respective commitments contained Debt Commitment Letter is in full force and effect and constitutes a valid and binding obligation of Buyer and, to the Financing Commitments have not been withdrawnknowledge of Buyer, terminated or rescinded the other parties thereto, (ii) the Equity Commitment Letter is in any respect. There are no full force and effect and constitutes a valid and binding obligation of Buyer and the other agreementsparties thereto and (iii) assuming due and valid execution by each other party thereto, side letters or arrangements to which Investor is a party relating to any each of the Financing CommitmentsCommitment Letters is enforceable against B▇▇▇▇ and, to the knowledge of the Buyer, the other parties thereto in accordance with its terms, subject to the Enforceability Exception. As of the date hereof, the no Financing Commitments are Commitment Letter has been amended or modified in full force any respect, and effect and constitute the legal, valid and binding obligations of Investor no provisions or rights thereunder have been waived by Buyer and, to the knowledge of InvestorBuyer, the other parties thereto (subject in each case respective commitments contained therein have not been withdrawn or rescinded, nor is any such amendment, modification, withdrawal or rescission currently contemplated by Buyer, or, to the effect knowledge of bankruptcyBuyer, insolvencyany other party thereto, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered which would result in Proceedings in equity or at law)the amount of the Financing being less than the Required Amount. Other than as expressly Assuming the satisfaction of the conditions set forth in the Financing CommitmentsArticle 8, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would reasonably be expected to constitute a defaultdefault or breach under (i) by Investor under the Financing Commitments, Debt Commitment Letter on the part of Buyer or, to the knowledge of InvestorBuyer, any other party thereto, or (ii) the Equity Commitment Letter on the part of Buyer or any other parties party thereto. There are no conditions precedent or other contractual contingencies related to the funding of the Financing Commitments. Investor on the Closing Date, other than the conditions precedent expressly set forth in the Financing Commitment Letters, and B▇▇▇▇ has fully paid no reason to believe that, as of the date of this Agreement and subject to the satisfaction or caused waiver of the conditions in Article 8, (i) it or, to the knowledge of Buyer, any other party thereto will not be fully paid all commitment fees able to satisfy on a timely basis any term or other fees condition of the Financing Commitment Letters required to be paid satisfied by such Person on or prior to the Closing Date in accordance with such Financing Commitment Letter, including any condition to the closing of the Financing, or (ii) the Financing will not be made available to Buyer at or prior to Closing in at least the Required Amount. As of the date hereof, other than as contemplated by the Financing Commitment Letters and delivered to Seller on or prior to the date hereof pursuant of this Agreement, there are no side letters or other contracts or arrangements relating to the Financing CommitmentsDebt Financing. Assuming the accuracy The aggregate proceeds of the representations Financing (both before and warranties set forth after giving effect to the exercise of any or all “market flex” provisions related thereto) will be in ARTICLE II and performance an amount sufficient to (1) consummate the Closing upon the terms contemplated by Seller and this Agreement, (2) pay all other amounts payable by Buyer in connection with the Company of their respective obligations hereunder, upon receipt consummation of the proceeds contemplated Transactions required to be paid by the Financing Commitments, Investor and the Company will have access as of Buyer on or prior to the Closing Date and (3) satisfy all other payment obligations under this Agreement that may arise in connection with, or may be required in order to sufficient cash funds to pay all amounts consummate, the transactions contemplated by this Agreement on the Closing Date (collectively, the “Required Amount”). Buyer has fully paid, caused to be paid, or concurrently with the Closing, shall pay or cause to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid by them pursuant to the terms of the Financing Commitment Letters on or prior to the Closing Date. (c) B▇▇▇▇ acknowledges and agrees that, notwithstanding anything to perform their respective the contrary in this Agreement, the consummation of the Financing shall not be a condition to any obligations of Buyer hereunder, including the obligation to consummate the Transactions.

Financing. Investor (a) On or prior to the date hereof, ▇▇▇▇▇▇ has delivered to the Company true, complete and correct copies of: (i) the a true, accurate and complete copy of an executed commitment letter, together with all annexes, schedules, exhibits and other attachments thereto, dated as of the date hereof hereof, by and among UBS Loan Finance LLC▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, 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 Inc. and Investor Parent (the “Debt Financing CommitmentCommitment Letter”), pursuant to which, upon and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed, on the terms and subject solely to the conditions expressly 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 provide debt financing in the amounts applicable amount set forth therein to the Company Merger Sub for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); ) and (ii) true, accurate and complete copies of all executed fee letters associated with the Debt Commitment Letter (collectively, the “Debt Fee Letters” and, together with the Debt Commitment Letter, collectively, the “Debt Financing Letters”); provided that the Debt Fee Letters may be Customarily Redacted. Section 3.09(a) of the Parent Disclosure Letter sets forth true, accurate and complete copies of the executed equity commitment letter, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. letters (the “Equity Financing CommitmentCommitment Letters” and and, together with the Debt Financing CommitmentLetters, the “Financing Commitments”), ) from each of the Investors pursuant to which, upon which the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has Investors have committed to invest the cash amount in Investor amounts set forth in its Equity Financing Commitment therein (the “Equity Financing” and together with the Debt Financing, the “Financing”); (iii) any . The Equity Commitment Letters provide, and all fee letters in connection with the Debt Financing Commitment (collectivelyshall continue to provide, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor Company is a third-party relating to any of the Financing Commitments. beneficiary thereof. (b) As of the date hereof, the Financing Commitments are in full force and effect and constitute have not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, and no provisions or rights thereunder have been waived. Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligations obligation of Investor Parent, Merger Sub and, to the knowledge Knowledge of InvestorParent, the other parties thereto (subject thereto, enforceable in accordance with its terms, except, in each case to the effect of case, as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumfraudulent transfer, receivership moratorium or similar Laws relating to or affecting creditors creditors’ rights generally and by general equity principles, whether considered in Proceedings in equity or at law)principles of equity. Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after of the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement agreements, side letters or arrangements relating to the Financing Commitments that could affect the conditionality of the Debt Financing or the Equity Financing, and the Financing Commitments contain all of the conditions precedent to which Investor the obligations of the parties thereunder to make the Financing available to Merger Sub on the terms therein. Except for the Debt Fee Letters, as of the date hereof, there are no other agreements, side letters, undertakings or any arrangements (written or oral) directly or indirectly relating to the Financing Commitments that could affect the amount or availability of its Affiliates is a partythe Debt Financing or the Equity Financing. As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would or would reasonably be expected to (i) constitute a default) by Investor default or breach of Parent or Merger Sub, or to the Knowledge of Parent, of any other party thereto, under any term or condition of the Financing Commitments; (ii) make any of the representations, or, warranties or assumptions or any of the statements set forth in the Financing Commitments inaccurate in any material respect; (iii) result in any of the conditions in the Financing Commitments not being satisfied; or (iv) otherwise result in or would reasonably be expected to result in any portion of the Financing not being available at or prior to the knowledge Closing (other than through the operation of Investoradditional 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 other parties aggregate committed amount of the Equity Financing (including any increase in the aggregate committed amount of the Equity Financing after the date of this Agreement), necessary to fund the Required Amounts (as defined below)). As of the date hereof, none of the Investors nor any Debt Financing Source has notified Parent or Merger Sub of its intention to terminate any of the Financing Commitments or not to provide the Financing at or prior to the Closing. Assuming satisfaction of the conditions in Section 7.01 and Section 7.03, as of the date of this Agreement, neither Parent nor Merger Sub has reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it with respect to the Financing CommitmentsCommitments or that the full amount of the Financing will not be available as of the Closing (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 increase in the aggregate committed amount of the Equity Financing after the date of this Agreement), necessary to fund the Required Amounts). Investor Parent has fully paid or caused to be fully paid any and all commitment fees or other fees required by the Financing Commitments (or any related fee letter or engagement letter, including the Fee Letters) to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access it as of the Closing date hereof. None of the Financing Commitments (or any related fee letter or engagement letter) contains any commitment fee or other fee payable by the Company or any of its Subsidiaries or Affiliates prior to Closing. The aggregate proceeds from the Financing constitute all of the financing required to be provided by Parent and Merger Sub for the consummation of the transactions contemplated by this Agreement, and are sufficient cash funds to pay for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the consummation of the transactions contemplated by this Agreement, the payment of the aggregate Merger Consideration, the payment of the amounts contemplated by Section 2.03 and Section 5.05, all amounts that may become payable as a result of the consummation of the Merger under the Convertible Notes and the payment of all associated fees, costs and expenses related to the foregoing contemplated by this Agreement or payable in connection with the transactions contemplated by this Agreement (including any refinancing of indebtedness of the Company, Parent or any other party required in connection therewith or such other payments) (the foregoing, collectively, the “Required Amounts”). As of the date hereof, none of the Financing Commitments has been withdrawn and Parent does not know of any facts or circumstances that would result in or would reasonably be expected to be paid by them result in any of the conditions set forth in the Financing Commitments not being satisfied or any portion of the Financing not being available. (c) Parent hereby acknowledges and agrees that, notwithstanding anything to perform their respective the contrary in this Agreement, none of its obligations hereunderhereunder (including the obligation to consummate the ▇▇▇▇▇▇ and the other transactions contemplated hereby) are subject to any condition regarding Parent’s or any other Person’s ability to obtain the Financing or any other funding or financing.

Financing. Investor HospitalCo Parent has delivered to the Company true, true and complete and correct fully executed copies of: (i) the executed debt commitment letter, dated as of December 19, 2017, among HospitalCo Parent and the lenders party thereto, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor of this Agreement (the “HospitalCo Debt Financing CommitmentCommitment Letter”), pursuant to which, upon the terms which and 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 thereof each of the parties thereto (USAother than HospitalCo Parent) LLC have agreed severally committed to lend the amounts set forth therein for the purposes set forth in such HospitalCo Debt Commitment Letter (such debt financing, subject to the provisions of Section 7.15, the “HospitalCo Debt Financing”) and (ii) the equity commitment letters, dated as of December 19, 2017, between HospitalCo Parent and each of TPG, the WCAS Funds and PSP, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (the “HospitalCo Equity Commitment Letters”), pursuant to which each of TPG, the WCAS Funds and PSP has committed, subject to the terms and conditions set forth in its respective equity commitment letter, to invest in HospitalCo Parent the cash amounts set forth therein (the “HospitalCo Equity Financing”). Parent has delivered to the Company for true and complete fully executed copies of: (i) the purpose debt commitment letter, dated as of funding December 19, 2017, among Parent and the transactions contemplated by lenders party thereto, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “HomecareCo Debt Commitment Letter” and, together with the HospitalCo Debt Commitment Letter, the “Debt Commitment Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) have severally committed to lend the amounts set forth therein for the purposes set forth in such HomecareCo Debt Commitment Letter (such debt financing, subject to the provisions of Section 7.15, the “HomecareCo Debt Financing” and, together with the HospitalCo Debt Financing, the “Debt Financing”); and (ii) the executed equity commitment letterletters, dated as of December 19, 2017, between Parent and each of Humana, TPG, the WCAS Funds and PSP, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. of this Agreement (the “Homecare Co Equity Financing CommitmentCommitment Letters” and, together with the HospitalCo Equity Commitment Letters, the “Equity Commitment Letters”, and the Equity Commitment Letters together with the Debt Financing CommitmentCommitment Letters, the “Financing Commitments”), pursuant to whichwhich each of Humana, upon TPG, the WCAS Funds and PSP has committed, subject to the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor set forth in its respective equity commitment letter, to invest in Parent the cash amounts set forth therein (the “HomecareCo Equity Financing Commitment (Financing” and, together with the HospitalCo Equity Financing, the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt . The Financing Commitment (collectivelyCommitments have not been amended, 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, the Fee Letter restated or the Engagement Letter has been amended otherwise modified or modified waived prior to the execution and delivery of this Agreement, no such amendment or modification is contemplated as of the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitments have not been withdrawn, terminated rescinded, amended, restated or rescinded otherwise modified in any respect. There are no other agreementsrespect prior to the execution and delivery of this Agreement, side letters provided that the existence or arrangements to which Investor is a party relating to any exercise of “market flex” provisions contained in the Fee Letters (as defined below), shall not constitute an amendment or modification of the Financing CommitmentsDebt Commitment Letters. As of the date hereofof this Agreement, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations obligation of Investor each of Parent and HospitalCo Parent and, to Parent’s knowledge in the knowledge case of Investorthe Debt Commitment Letters, the other parties thereto (subject thereto, in each case to case, except as the effect of enforceability thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyancetransfers, reorganization, moratorium, receivership or similar moratorium and other applicable Laws relating to or affecting the rights and remedies of creditors rights generally and by (y) general principles of equity principles(regardless of whether such enforcement is sought in a proceeding at law or in equity), whether considered in Proceedings in equity and there are no conditions precedent or at law). Other contractual contingencies to the funding of the full amount of the Financing pursuant to the Financing Commitments, other than as expressly set forth in the Financing CommitmentsCommitments and the Fee Letters. Assuming the funding in full of the Financing on the Closing Date, the accuracy of the representations and any related Fee Letter or Engagement Letter or as warranties of the Company set forth in any such documents amended after Article III, Article IV and Article V, and the satisfaction of the conditions contained in Section 8.01 and Section 8.02, as of the date hereof of this Agreement, the cash proceeds contemplated from the Financing will, in the aggregate, be sufficient to consummate the transactions contemplated by this Agreement and not in violation the Separation Agreement on the Closing Date, including the Merger and the Separation, and the payment of any amounts required to be paid by Parent pursuant to this Agreement on the Closing Date, the repayment of the provisions hereof, there are no conditions precedent related Existing Credit Agreements and the satisfaction and discharge or redemption of the Existing Senior Notes as required by this Agreement on or prior to the funding of Closing Date in connection with the full net proceeds of Merger or the Financing Separation, and all fees and expenses reasonably expected to be incurred in connection therewith on the Closing Date (including any the “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyRequired Amounts”). As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Article III, Article IV and Article V, no event has occurred which would or would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would or would reasonably be expected to constitute a default) by Investor on the part of Parent, HospitalCo Parent or their respective Affiliates under the Financing Commitments, Commitments or, to the knowledge of InvestorParent’s and HospitalCo Parent’s knowledge, the any other parties party to the Financing Commitments. Investor Subject to the accuracy of the representations and warranties of the Company set forth in Article III, Article IV and Article V, the satisfaction of the conditions contained in Section 8.01 and Section 8.02, the completion of the Marketing Period and the performance by the Company and its Affiliates of its and their other obligations under this Agreement, including, but not limited to, the obligations set forth in Section 7.15 and Section 7.16, as of the date of this Agreement, neither Parent nor HospitalCo Parent has any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing will not be available to Parent and HospitalCo Parent on the Closing Date. Except for fee letters with respect to fees and related arrangements with respect to the Financing (the “Fee Letters”) of which Parent and HospitalCo Parent have delivered correct and complete copies to the Company on or prior to the date of this Agreement (other than with respect to redacted fees, fee amounts, pricing terms and pricing caps and other economic terms, but which redacted information does not relate to the amount or conditionality of the Financing), as of the date of this Agreement, there are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Financing that Parent or HospitalCo Parent is a party to that would reasonably be expected to affect the amount or the availability of the Financing. Parent and HospitalCo Parent have fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderin connection with the Financing.

Financing. Investor Acquiror has delivered received, accepted and agreed to funding commitments as evidenced by the Company true, complete and correct copies of: signed commitment letter (ithe "COMMITMENT LETTER") the executed commitment letter, dated as of the date hereof by and among from UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Bear Stearns Corporate Lending Inc., Credit Suisse AGBear, Credit Suisse Securities (USA) Stearns & Co. Inc., Wachovia Ban▇, ▇▇▇▇onal Association and Wachovia C▇▇▇▇▇▇ Markets, LLC and Investor (the “Debt Financing Commitment”)"LENDERS") dated November 17, pursuant 2003 committing the Lenders, subject to which, upon the terms and subject conditions of the Commitment Letter, to the 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 provide debt financing to lend the amounts set forth therein to the Company CPI for the purpose of funding the transactions contemplated by this Agreement (such debt financing, or any other debt financing combination thereof for an aggregate amount not less than the “Debt Financing”amounts set forth in the Commitment Letter on terms and conditions not materially less favorable to Acquiror and that can be provided within the time frame contemplated by the debt financing set forth in the Commitment Letter, whether provided by the Lenders or any other banks or financial institutions, the "DEBT FINANCING"); (ii) the executed equity commitment letter. A true, dated as complete and correct copy 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 Commitment Letter is attached hereto as Exhibit D. The Commitment Letter is not subject to the any conditions other than as 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to executed and delivered by all parties thereto and, on the date of this Agreement hereof (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor a) is a party relating to any of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legalbinding upon Acquiror, valid and binding obligations of Investor and, (b) to the knowledge of InvestorAcquiror, is in full force and effect and binding upon the other parties thereto (subject in each case to the effect 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)Lenders. Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other All fees required to be paid on or under the Commitment Letter prior to the date hereof pursuant have been paid. The Commitment Letter, together with an equity investment from Affiliates of Acquiror as reflected in the equity commitment letters delivered to the Financing Commitments. Assuming Company, will provide sufficient financial capability for Acquiror to consummate the accuracy of Merger on the representations terms and warranties conditions set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderAgreement.

Financing. Investor has delivered to the Company true, complete and correct copies of: (a) Assuming (i) the executed commitment letter, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II Section 3.4(a), (ii) the Financing is funded in accordance with the Commitment Letters and (iii) the performance by Seller and the Company of their respective its obligations hereunderunder this Agreement, upon receipt the Parent and Merger Sub, together, will, together with the other funds available to the Parent and Merger Sub, have (after netting out fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” and original issue discount provided under the Debt Commitment Letter and any fee letters or “flex” arrangements entered into in connection therewith, it being understood that the fee amounts, pricing “flex” and pricing caps set forth in any fee letter may be redacted) at the Effective Time all of the funds necessary to complete the Transactions, and to satisfy all of the obligations of Parent and Merger CLI-202375011v3 Sub under this Agreement, including paying the aggregate Merger Consideration at Closing, any required refinancings or repayments of the Revolving Credit Facility, the Term Loan Facility and the Existing Notes and paying all related fees and expenses (collectively, “Financing Purposes”). (b) As of the Signing Date, Parent and Merger Sub have received (i) an executed equity commitment letter dated as of the Signing Date (“Equity Commitment Letter”) from the Guarantors to provide equity financing in an aggregate amount equal to the aggregate Merger Consideration, subject to the terms and conditions set forth therein (“Equity Financing”), which Equity Commitment Letter provides that the Company is a third-party beneficiary thereto, and (ii) an executed debt commitment letter and executed fee letter associated therewith, each dated as of the Signing Date (such commitment letter, and all attached exhibits, schedules, annexes that are delivered on the Signing Date and amendments thereto permitted by the term hereof and any fee letter delivered on the Signing Date (which may be redacted as described below), collectively, “Debt Commitment Letter” and, together with the Equity Commitment Letter, “Commitment Letters”) from RBC Capital Markets, LLC and TD Securities (USA) LLC (“Financing Sources”), pursuant to which the Financing Sources have committed, subject to the terms and conditions set forth in the Debt Commitment Letter, to provide to Parent the amount of financing set forth in the Debt Commitment Letter (“Debt Financing” and, together with the Equity Financing, “Financing”), for the Financing Purposes (as defined below). A true and complete copy of each fully executed Commitment Letter as in effect on the Signing Date has been provided to the Company. A true and complete copy of each fee letter and engagement letter related to the Debt Commitment Letter as in effect on the Signing Date has been provided to the Company, except that the numerical fees and other commercially sensitive numerical information therein (including provisions in such fee letter related solely to fees, “flex terms” and economic terms) may have been redacted; provided, however, that no redacted term provides that the aggregate amount of the Financing set forth in the unredacted portion of the Debt Commitment Letter could be reduced or adds any conditions, contingencies or affects the availability of all or any portion of the Debt Financing (other than any fees, expenses, original issue discount and similar premiums and charges). Parent and Merger Sub have fully paid (or caused to be paid) all commitment and other fees, if any, required by such Commitment Letters to be paid on or before the Signing Date. As of the Signing Date, each Commitment Letter is a legal, valid and binding obligation of Parent, Merger Sub and, to the knowledge of Parent, each other party thereto, subject to the General Enforceability Exceptions, and in full force and effect, has not been and not contemplated to be (other than as permitted hereunder), amended, modified, withdrawn, terminated or rescinded in any respect, and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of Parent or Merger Sub. Except for the fee letter referred to in the Debt Commitment Letter (a copy of which has been provided to the Company in accordance with the foregoing, which may be redacted as permitted herein), as of the Signing Date, there are no side letters or other Contracts, arrangements or understandings related to the funding or investing, as applicable, of the Financing, other than as expressly set forth in the applicable CLI-202375011v3 Commitment Letters or customary arrangements solely among the Financing Sources. As of the Signing Date, there are no conditions precedent or other contingencies (x) related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in any Commitment Letter or the aggregate proceeds contemplated by any Commitment Letter or (y) that could otherwise adversely affect the conditionality, enforceability or availability of the Debt Commitment Letter with respect to all or any portion of the Debt Financing, in each case, other than as expressly set forth in the applicable Commitment Letter. As of the Signing Date, Parent does not have any reason to believe that any of the conditions to the Financing Commitmentswill not be satisfied on a timely basis or that the Financing will not be available to Parent on the date on which the Closing should occur pursuant to Section 1.2, Investor provided that Parent and Merger Sub are not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in Article III or compliance by 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 Affiliates with their respective obligations hereunder. (c) Concurrently with the execution of this Agreement, the Guarantors have delivered to the Company the duly executed Guaranty. The Guaranty is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of the Guarantors. As of the Signing Date, no event has occurred that, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantors under the Guaranty.

Financing. Investor (a) Purchaser has delivered to the Company Seller true, correct and complete and correct copies of: of (i) the a fully executed commitment letter, letter dated as of on or about the date hereof by of this Agreement (together with all exhibits, annexes, schedules and among UBS Loan Finance LLCterm sheets attached thereto and as amended, UBS Securities LLCmodified, Deutsche Bank AG New York Branchsupplemented, Deutsche Bank AG Cayman Islands Branchreplaced or extended from time to time after the date of this Agreement in compliance with Section 5.25, Deutsche Bank Securities Inc.the “Equity Commitment Letter”) from Guarantor, Credit Suisse AGproviding, Credit Suisse Securities (USA) LLC subject only to the terms and Investor conditions therein, for an equity investment in Purchaser in cash in the aggregate amount set forth therein (the “Equity Financing”); and (ii) a fully executed commitment letter and Redacted Fee Letter dated on or about the date of this Agreement from the financial institutions identified therein (as such parties may be supplemented or amended from time to time, the “Lenders”) (such letters, together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.25, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing CommitmentLetters”), pursuant providing, subject only to which, upon the terms and subject to the 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 for debt financing in cash in the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (collectively, the “Debt Financing”); (ii) the executed equity commitment letter” and, 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 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 together with the Debt Financing, the “Financing”); (iii) . As of the date of this Agreement, neither of the Financing Letters in the form delivered to Seller has been amended or modified, no such amendment or modification is contemplated and none of the obligations or commitments contained therein have been withdrawn, terminated, repudiated or rescinded in any respect and, to the knowledge of Purchaser, no such withdrawal, termination, repudiation or rescission is contemplated. Purchaser has fully paid any and all fee letters commitment fees and other fees pursuant to the Financing Letters or otherwise in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter that are payable on or the Engagement Letter has been amended or modified prior to the date of this Agreement Agreement. Assuming the Financing is funded in accordance with the Financing Letters, the net proceeds thereof contemplated by the Financing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of market flex (including original issue discount flex) provided that under the existence or exercise of the “flex” provisions contained Debt Commitment Letter) will in the Fee Letter shall not constitute an amendment or modification aggregate be sufficient to enable Purchaser to consummate the Transactions on the Closing Date (including the payment of the Financing Commitments)related fees, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitmentscosts and expenses) and otherwise perform its obligations hereunder. As of the date hereof, each Financing Letter in the Financing Commitments are in full force and effect and constitute form delivered to Seller (x) constitutes the legal, valid and binding obligations obligation of Investor Purchaser and, to the knowledge of InvestorPurchaser, each of the other parties thereto thereto, (subject y) is enforceable in each case accordance with its terms against Purchaser and, to the effect knowledge of Purchaser, each of the other parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar moratorium and other Laws relating to or affecting creditors creditors’ rights generally and by general equity principles, equitable principles (whether considered in Proceedings a Proceeding in equity or at law)Law) and (z) is in full force and effect. Other than as As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Purchaser or, to the Purchaser’s knowledge, any other party thereto under any Financing Letter or otherwise cause any portion of the Financing to be unavailable or delayed. As of the date of this Agreement, Purchaser does not have any reason to believe that it or any other party to any Financing Letter will be unable to satisfy any term or condition of any Financing Letter required to be satisfied by it, that the conditions thereof will not otherwise be satisfied, or that the full amount of the Financing will not be available, in each case on the Closing Date assuming compliance by Seller with this Agreement and the satisfaction (or to the extent permitted, waiver) of the conditions set forth in Article VI. The only conditions precedent or other contingencies (including the market flex provisions) related to the obligations of Guarantor to fund the full amount of the Equity Financing and the Lenders to fund the full amount of the Debt Financing are those expressly set forth in the Financing CommitmentsEquity Commitment Letter and the Debt Commitment Letter, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyrespectively. As of the date hereofof this Agreement, there are no event has occurred side letters or any other Contracts, arrangements or understandings to which would constitute Purchaser or any Affiliate thereof is a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties party related to the Financing Commitments. Investor has fully paid or caused other than as expressly contained in the Financing Letters and delivered to be fully paid all commitment fees or other fees required to be paid on or Seller prior to the date hereof pursuant of this Agreement. (b) Assuming (i) satisfaction of the conditions to Purchaser’s obligation to consummate the Transactions and after giving immediate effect to the Financing Commitments. Assuming Transactions and the payment of the Purchase Price and (ii) the accuracy of the representations and warranties of Seller set forth in ARTICLE Article II and performance by Seller Article III hereof in all material respects, and after giving effect to the Transactions (including the Financing) and the Company of their respective obligations hereunder, upon receipt payment of the proceeds contemplated by Initial Closing Date Payment, Purchaser will be Solvent immediately after the Financing 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 hereunderClosing.

Financing. Investor Parent has delivered to the Company true, correct and complete and correct fully executed copies of: (i) of the executed commitment letter, dated as of the date hereof by and hereof, 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 AGParent, Credit Suisse Securities (USA) LLC and Investor Credit Suisse AG, including all exhibits, schedules, annexes and amendments to such agreement in effect as of the date of this Agreement, and excerpts of those portions of each fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions (excluding provisions related solely to fees) regarding the terms and conditions of the financing to be provided thereby (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, upon the terms which and 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., thereof Credit Suisse AG, Credit Suisse Securities (USA) LLC have AG has agreed and committed to lend provide the amounts debt financing set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing . The Commitment (collectively, 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, the Fee Letter or the Engagement Letter has not been amended amended, restated or otherwise modified or waived prior to the date of this Agreement (provided that and the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments Commitment Letter have not been withdrawn, terminated modified or rescinded in any respect. There are no other agreements, side letters or arrangements respect prior to which Investor is a party relating to any the date of the Financing Commitmentsthis Agreement. As of the date hereofof this Agreement, the Financing Commitments are Commitment Letter is in full force and effect and constitute constitutes the legal, valid and binding obligations obligation of Investor each of Parent and, to the knowledge Knowledge of InvestorParent, the other parties thereto (thereto, subject in each case to the effect Bankruptcy and Equity Exception. There are no conditions precedent, “flex” provisions or other substantive provisions regarding the terms and conditions 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). Other the Financing other than as expressly set forth in the Financing Commitments, and any related Fee Commitment Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding payment of fees. Subject to the terms and conditions of the full Commitment Letter, the net proceeds of the Financing Financing, together with other financial resources of Parent including cash on hand and the proceeds of loans under existing credit facilities of Parent on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of any amounts required to be paid pursuant to Article II, and the payment of any debt required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied in connection with the Merger (including any all indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied in connection with the Merger) (all such debt, the “flex” provisionsRequired Refinancing Indebtedness”) under any agreement relating and of all fees and expenses reasonably expected to the Financing to which Investor or any of its Affiliates is a partybe incurred in connection herewith. As of the date hereofof this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) by Investor under ), in each case, on the Financing Commitments, part of Parent or, to the knowledge Knowledge of InvestorParent, any other party to the other parties Commitment Letter, under the Commitment Letter, and (ii) Parent does not have any reason to believe that any of the conditions to the Financing Commitmentswill not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s obligations under this Agreement and the payment of the Required Refinancing Indebtedness and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to Parent on the Closing Date. Investor Parent has fully paid paid, or has caused to be fully paid paid, all commitment fees or other fees required to be paid on or prior to the date hereof of this Agreement pursuant to the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderCommitment Letter.

Financing. Investor Buyer has delivered to Seller true and complete copies of the Company truefully executed debt commitment letter (the “Debt Commitment Letter”) and redacted copies of the fully executed fee letter (each a “Redacted Fee Letter”), complete and correct copies of: (i) the executed commitment letter, each dated as of the date hereof by and among UBS Loan Finance LLC(collectively, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitments”), between Buyer and the financial institutions party thereto (together with (i) any Persons that become a party thereto after the date of this Agreement in accordance with the terms thereof and hereof and (ii) any Persons that have otherwise agreed to purchase securities or place securities or arrange or provide loans in lieu of the Debt Financing, the “Debt Financing Sources”), pursuant to whichwhich each of the financial institutions party thereto has agreed, upon subject to the terms and subject conditions thereof, to the 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 provide or arrange the amounts set forth therein to (collectively the Company “Debt Financing”) for the purpose of of, among other things, funding the transactions contemplated by this Agreement (and related fees and expenses. ▇▇▇▇▇ has also delivered to Seller a true and complete copy of the “Debt Financing”); (ii) the fully executed equity commitment letter, letter dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” and and, together with the Debt Financing CommitmentCommitments, the “Financing Commitments”), pursuant from the Persons identified therein (together with any Persons that become a party thereto after the date of this Agreement in accordance with the terms thereof and hereof, the “Equity Financing Sources” and, together with the Debt Financing Sources, the “Financing Sources”), reflecting each such Person’s commitment to which, upon provide to Buyer at Closing the cash amount set forth therein subject to the terms and subject to the 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 thereof (the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None Each of the Financing Commitments, in the Fee Letter form so delivered, (x) is in full force and effect, (y) is a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto and (z) is enforceable in accordance with its terms against Buyer and, to the knowledge of Buyer, the other parties thereto, subject to the Enforceability Limitations. As of the date hereof, the Financing Commitments have not been amended, supplemented or the Engagement Letter otherwise modified in any respect, and no provision thereof has been amended or modified prior to the date of this Agreement waived (provided that the existence or exercise of the “market flex” provisions contained in the any Redacted Fee Letter in connection with the Debt Financing Commitments shall not constitute an amendment amendment, supplement or modification of the Debt Financing Commitments), andno amendment, supplement, modification or waiver is contemplated, other than as permitted by Section 2 of the date hereofDebt Commitment Letter, and the respective financing commitments contained in the Financing Commitments thereunder have not been withdrawn, terminated or rescinded in any respect. There are , and no other agreementssuch withdrawal, side letters termination or arrangements to which Investor rescission is a party relating to any of the Financing Commitments. As contemplated, in each case as of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partythis Agreement. As of the date hereof, no event has occurred which would constitute a breach that, with or default (or with notice or without notice, lapse of time or both both, would or would reasonably be expected to constitute a default) by Investor under default or breach on the Financing Commitments, part of Buyer or, to the knowledge of InvestorBuyer, the any other parties to thereto under the Financing Commitments, and ▇▇▇▇▇ has no reason to believe that any term or condition precedent to the funding of any of the Financing set forth in the applicable Financing Commitments will not be satisfied on a timely basis, or that the Financing will otherwise not be available to Buyer on a timely basis to consummate the transactions contemplated by this Agreement at the time required pursuant to this Agreement. Investor Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid thereunder on or prior to the date hereof pursuant to of this Agreement. On the Closing Date, the aggregate proceeds of the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as together with cash on hand of the Closing Buyer, will be sufficient for Buyer (x) to sufficient cash funds to complete the transactions contemplated by this Agreement, (y) pay all amounts contemplated by this Agreement required to be paid by them or on behalf of Buyer pursuant to Article 2 and (z) pay any other amounts, fees and expenses required to perform their respective be paid by Buyer in connection with the consummation of the transactions contemplated by this Agreement. The obligations hereunderto make the Financing available to Buyer pursuant to the terms of the Financing Commitments are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth herein and in the Financing Commitments. As of the date of this Agreement, there are no Contracts or other legally binding agreements, arrangements or understandings or commitments to enter into agreements, arrangements or understandings to which Buyer or any of its Affiliates is a party related to the Financing other than as expressly contained in the Financing Commitments and delivered to Seller on or prior to the date of this Agreement that would reasonably be expected to adversely affect to the availability of the Financing on the Closing Date.

Financing. Investor (a) The Purchaser has delivered to the Company true, complete received and correct copies of: (i) the accepted an executed commitment letterletter dated May 9, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor 2007 (the “Debt Financing CommitmentCommitment Letter”)) from the lenders party thereto (collectively, pursuant the “Lenders”) relating to the commitment of the Lenders to provide debt financing which, upon taken together with the terms Cash Equity and subject to the satisfaction of conditions set forth thereinthereto, 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 would be sufficient to lend the amounts set forth therein to the Company for the purpose of funding consummate the transactions contemplated by this Agreement (and the Ancillary Agreements on the terms contemplated thereby and to pay the Purchaser’s related fees and expenses. The debt financing referenced in the Debt Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”); . (iib) the The Purchaser has received and accepted executed equity commitment letterletters dated May 11, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. 2007 (the “Equity Financing CommitmentCommitment Letters” and and, together with the Debt Commitment Letter, the (“Commitment Letters”) from certain Persons (collectively, the “Equity Investors”) relating to the commitment of the Equity Investors to provide cash equity which, taken together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to satisfaction of conditions thereto, would be sufficient to consummate the conditions set forth thereintransactions contemplated by this Agreement and the Ancillary Agreements on the terms contemplated thereby and to pay the Purchaser’s related fees and expenses, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed The cash equity referenced in the Equity Commitment Letters is referred to invest in this Agreement as the cash amount in Investor set forth in its Equity Financing Commitment “Cash Equity” (the “Equity Financing” and Cash Equity, together with the Debt Financing, is collectively referred to as the “Financing”); . (iiic) any and all fee letters in connection with Subject to the Debt Financing Commitment (collectivelyreceipt of the Financing, 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, the Fee Letter or the Engagement Letter has been amended or modified Purchaser will have prior to the date Closing, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay, in cash, the Purchase Price and all other amounts payable pursuant to this Agreement (provided that and the existence Ancillary Agreements or exercise otherwise necessary to consummate all the transactions contemplated hereby and thereby. The Purchaser has delivered to the Seller true and complete copies of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as Commitment Letters. As of the date hereof, the respective commitments contained each Commitment Letter is in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor full force and effect and is a party relating to any valid, legal and binding obligation of the Financing CommitmentsPurchaser, the Equity Investors and, to the knowledge of the Purchaser, the Lenders party thereto. As of the date hereof, the Financing Commitments are in full force and effect and constitute Purchaser has taken all actions required to cause the legal, valid and binding obligations of Investor and, Commitment Letters to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partybe effective. As of the date hereof, the Purchaser is not aware of any fact or circumstance in existence that would reasonably be expected to give rise to the failure to satisfy any condition precedent set forth in the Commitment Letters. As of the date hereof, the Purchaser has no reason to believe that any event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would constitute a default) by Investor default or breach on the part of the Purchaser under any term or condition of the Financing Commitments, or, to Commitment Letters. As of the knowledge of Investordate hereof, the other parties Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing CommitmentsCommitment Letters. Investor The Purchaser has fully paid or caused to be fully paid any and all commitment fees or other fees required by the Commitment Letters to be paid on or prior to before the date hereof pursuant of this Agreement. Subject to its terms and conditions, the Financing Commitments. Assuming Financing, when funded in accordance with the accuracy of Commitment Letters, will provide the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of Purchaser with acquisition financing at the Closing sufficient to sufficient cash funds to pay all amounts consummate the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Concurrently with the execution of this Agreement, the Purchaser has delivered to be paid by them and to perform their respective the Seller a limited guarantee, dated the date hereof, of each of the Equity Investors guaranteeing certain of the Purchaser’s payment obligations hereunderhereunder (the “Limited Guarantees”).

Financing. Investor (i) Buyer has delivered to the Company truetrue and complete executed copies of (a) a debt commitment letter (including all exhibits, complete schedules and correct copies of: (i) annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the executed commitment letter“Debt Commitment Letter”), dated as of the date hereof by and among UBS Loan Finance LLChereof, UBS Securities LLCbetween JPMorgan Chase Bank, N.A., Bank of America, N.A., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Branch and Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor Inc. (the “Debt Financing CommitmentInitial Commitment Parties”), Buyer and CommScope, Inc., pursuant to which, upon the terms which and subject to the terms and conditions set forth thereinthereof, 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 the Initial Commitment Parties have agreed committed to lend the amounts set forth therein to the Company Buyer for the purpose of funding the transactions contemplated by this Agreement and fees and expenses incurred in connection therewith (the provision of such funds as set forth therein, including the offering or private placement of debt securities contemplated by the Debt Commitment Letter and any related engagement letter, the “Debt Financing”); , (iib) the executed equity commitment letterfee letter referenced in the Debt Commitment Letter (the “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Commitment”) redacted in a customary manner with respect to the fees, certain economic terms of the flex provisions and “securities demand” provisions and other customarily redacted provisions, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Debt Financing, (c) an Equity Commitment Letter (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Sponsor Equity Commitment”), dated as of the date hereof among Investor and ▇▇▇▇▇▇▇hereof, Dubilier & Rice Fund VIIIbetween Buyer, L.P. as an express third party beneficiary pursuant to Section 5 thereof, Carlyle Partners VII, L.P., a Delaware limited partnership (the “Sponsor”), and Carlyle Partners VII S1 Holdings, L.P., a Delaware limited partnership (together with any permitted transferees thereof, the “Equity Financing Investor”) and (d) an Investment Agreement (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Investment Agreement”, and together with the Sponsor Equity Commitment, the “Equity Commitments” and and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant dated as of the date hereof, between the Equity Investor and Buyer. Pursuant to whichthe Sponsor Equity Commitment, upon the terms and subject to the terms and conditions set forth thereinthereof, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., Sponsor has committed to invest provide the cash amount in Investor amounts set forth therein to the Equity Investor for the purpose of funding the amounts contemplated by the Investment Agreement (the “Sponsor Equity Financing”). Pursuant to the Investment Agreement, and subject to the terms and conditions thereof, the Equity Investor has committed to provide the amounts set forth therein to Buyer for the purpose of funding the transactions contemplated by this Agreement and fees and expenses incurred in its connection therewith (the “Buyer Equity Financing Commitment (Financing” and, together with the Sponsor Equity Financing, the “Equity Financing” and and, together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, (i) the Financing Commitments and the commitments contained therein have not been terminated, withdrawn, repudiated, rescinded, amended, restated, supplemented or otherwise modified in any material respect and (ii) to the Knowledge of Buyer, no such termination, withdrawal, repudiation, rescission, amendment, restatement, modification or waiver is contemplated (other than amendments permitted by Section 6.14). As of the date of this Agreement, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations obligation of Investor each of Buyer and, to the knowledge Knowledge of InvestorBuyer, the other parties thereto (thereto, enforceable in accordance with their respective terms against Buyer and, to the Knowledge of Buyer, the other parties thereto, subject in each case to the effect Bankruptcy and Equity Exception. There are no conditions precedent or contingencies related to the funding of bankruptcythe Financing pursuant to the Financing Commitments (including any “flex” provisions) other than as expressly set forth in or contemplated by the Financing Commitments. Assuming performance by the Company of its obligations that are required to be performed prior to the Closing, insolvencythe aggregate proceeds to be disbursed pursuant to Financing Commitments will be sufficient, fraudulent conveyancetogether with other sources of cash available to Buyer, reorganizationto pay all of Buyer’s obligations under this Agreement, moratoriumincluding the payment of the aggregate Per Share Acquisition Consideration and all fees, receivership or similar Laws costs and expenses to be paid in connection therewith, including such fees, costs and expenses relating to the Financing. As of the date of this Agreement, to the Knowledge of Buyer and assuming the accuracy in all material respects of the representations and warranties set forth in Section 5.1 as of the Closing and satisfaction of all conditions set forth in Section 7.1 and Section 7.2 as of the Closing, no event has occurred or affecting creditors rights generally circumstance exists which, with or without notice, lapse of time or both, would (i) constitute a breach or default on the part of Buyer under the Financing Commitments or any other party to the Financing Commitments, (ii) constitute or result in a failure by Buyer to satisfy any of the terms or conditions set forth in the Financing Commitments, (iii) make any of the representations and by general equity principles, whether considered warranties of Buyer set forth in Proceedings the Financing Commitments inaccurate in equity any material respect or at law(iv) otherwise result in any portion of the Financing being unavailable (taking into account the Marketing Period). Other As of the date of this Agreement, assuming satisfaction of the conditions in Section 7.1 and Section 7.2 as of the Closing, Buyer does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Buyer on the Closing Date. As of the date of this Agreement, there are no side letters, other Contracts or other arrangements that could affect the availability of the Financing on the Closing Date other than as expressly set forth in the Financing Commitments, the Fee Letter, customary engagement letters, customary fee discount or rebate letters and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partynon-disclosure agreements. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all No commitment fees or other fees are required to be paid on or prior to the date hereof pursuant to under the terms of the Financing Commitments. Assuming the accuracy of the representations Commitments and warranties set forth in ARTICLE II Buyer will pay (or cause to be paid) all other commitment fees and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access other fees as of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement required to be paid by them and under the terms of the Financing Commitments upon the Closing. (ii) The obligations of Buyer under this Agreement are not subject to perform their respective obligations hereunderany conditions regarding the ability of Buyer, any of its Affiliates or any other Person to obtain financing for the consummation of the transactions contemplated hereby. (iii) The term “Knowledge” when used in this Agreement with respect to Buyer shall mean the actual knowledge of M▇▇▇▇▇ (E▇▇▇▇) S. ▇▇▇▇▇▇▇, ▇▇., A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or F▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ after due inquiry of such person’s direct reports.

Financing. Investor (a) Purchaser has, and will on the Closing Date have, sufficient unrestricted cash on hand and available credit facilities to pay all amounts required to be paid by Purchaser at the Closing pursuant to the terms of this Agreement, and all of its and its representatives’ fees and expenses incurred in connection with the transactions contemplated by this Agreement. (b) Purchaser has delivered to the Company Seller true, accurate and complete and correct copies of: (i) the of a fully executed commitment letter, dated Debt Financing Commitment as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (from each of the “Debt Financing Commitment”)Sources, pursuant relating to whichthe commitment of the Debt Financing Sources, upon the terms and subject to the 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 with respect to the Company Debt Financing for the purpose of funding the transactions contemplated by this Agreement hereby. (the “Debt Financing”); (iic) 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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than Except as expressly set forth in the Debt Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereofCommitment, there are (i) no conditions precedent related to the funding obligations of the Debt Financing Sources to provide the full net proceeds amount of the Debt Financing Commitment (including provided, that Purchaser is not making any “flex” provisions) under representation or warranty regarding the effect of any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy inaccuracy of the representations and warranties set forth in ARTICLE II Articles III and performance IV, or compliance by the Seller and the Company of Parties with their respective obligations hereunder); and (ii) no side letters, upon receipt agreements, contracts or other arrangements related to the Debt Financing (except for the “market flex” provisions redacted from the Redacted Fee Letter) that could impose new or additional conditions precedent or reduce the aggregate amount of cash proceeds available under the Debt Financing (other than, for the avoidance of doubt, the conditions precedent set forth herein). Other than the Debt Financing Commitment, there are no other Contracts or other undertakings between any Debt Financing Source Party, on the one hand, and Purchaser and its Affiliates, on the other hand, with respect to the Debt Financing that could adversely affect (A) the ability of Purchaser to satisfy any of the proceeds conditions to the Debt Financing or (B) the availability of the Debt Financing. (d) As of the date hereof, the Debt Financing Commitment (i) is in full force and effect and is a legal, valid, binding and enforceable obligation of Purchaser, and to the Knowledge of Purchaser, the Debt Financing Sources, as applicable, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law, and (ii) has not been withdrawn or terminated or otherwise amended or modified in any respect prior to the date of this Agreement, and no amendment or modification thereof is contemplated by Purchaser or any of its Affiliates as of the date of this Agreement. Purchaser has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the date hereof. As of the date hereof, neither Purchaser, nor to the Knowledge of Purchaser, any other party to the Debt Financing Commitment is in default or breach of the Debt Financing Commitment. Assuming the conditions set forth in Section 7.1 are satisfied, as of the date hereof Purchaser has no reason to believe that any of the conditions to the funding of the Debt Financing contemplated by the Debt Financing Commitments, Investor and Commitment will not be satisfied or that the Company Debt Financing will have access as of not be available to timely satisfy the aggregate consideration payable by Purchaser on the Closing Date pursuant to sufficient cash funds to pay Article II and all amounts contemplated by this Agreement costs and expenses required to be paid by them and Purchaser at the Closing. (e) In no event shall the receipt or availability of the Debt Financing by Purchaser or any Affiliate or any other financing be a condition to perform their respective any of Purchaser’s obligations hereunderunder this Agreement.

Financing. Investor (a) CryoLife has delivered to the Company true, complete and correct copies of: of (i) the executed debt commitment letterletter (including all exhibits, dated annexes, schedules and term sheets and the executed fee letter (which have been redacted to omit fees, expenses, price caps, securities demand and economic “flex” terms) (the “Fee Letter”) attached thereto or contemplated thereby (the “Commitment Letter”) that have been issued to CryoLife, Parent or Buyer or to which CryoLife, Parent or Buyer is a party, pursuant to which the certain Financing Sources (“Committed Lenders”) have committed to provide the debt financing contemplated thereby (the “Financing”) for the purpose of, among other things, funding the cash portion of the Closing Consideration contemplated in this Agreement. (b) The aggregate net cash proceeds to CryoLife, Parent or Buyer of the Financing (after giving effect to any related fees or expenses) will, if funded in accordance with the terms of the Commitment Letter, provide sufficient funds to CryoLife, Parent or Buyer to pay the cash portion of the Closing Consideration at the Closing and the other amounts due and payable at the Closing by CryoLife, Parent or Buyer pursuant to the terms and provisions of this Agreement. To the Knowledge of CryoLife, Parent and Buyer, the obligations of the Commitment Letter to fund the entire amount of the Financing under the Commitment Letter are not subject to any condition or contingency, including any subsequent approval process, other than the conditions explicitly set forth in the Commitment Letter (such conditions, as so explicitly set forth in the Commitment Letters as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (ii) the executed equity commitment letter, dated or as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” and together amended in accordance with the Debt Financing Commitmentprovisions hereof, the “Financing CommitmentsConditions”). Assuming due authorization, pursuant execution and delivery by each other Person party thereto (other than CryoLife, Parent or Buyer), the Commitment Letter (and the commitments of the Committed Lenders to whichprovide the Financing set forth therein) has been duly executed by CryoLife, upon Parent or Buyer and, to the terms Knowledge of CryoLife, Parent and Buyer, each other Person party thereto, and constitutes a legal, valid and binding obligation of CryoLife, Parent or Buyer and, to the Knowledge of CryoLife, Parent and Buyer, each other Person party thereto, enforceable against CryoLife, Parent or Buyer and, to the Knowledge of CryoLife, Parent and Buyer, each other Person party thereto in accordance with its terms, except as such enforceability may be subject to the conditions set forth thereinLaws of general application relating to bankruptcy, ▇▇▇▇▇▇▇insolvency, Dubilier & Rice Fund VIIIand the relief of debtors and rules of Law governing specific performance, L.P.injunctive relief, or other equitable remedies. CryoLife, Parent or Buyer has committed fully paid, or caused to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and together with the Debt Financingbe fully paid, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); commitment or other fees or amounts which are due and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter payable on or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that pursuant to the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respectCommitment Letter. There are no side letters or other agreements, side letters contracts or arrangements to which Investor is a party relating to any of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds or investing, as applicable, of the Financing (including any “flex” provisions) under any agreement relating to except for the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy of the representations Commitment Letter and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderFee Letter.

Financing. Investor has delivered to the Company trueTrue, correct and complete and correct copies of: of (i) the executed debt commitment letter, letter dated as of the date hereof by and among UBS Loan Finance of this Agreement from Bank of America, N.A., Banc of America Bridge LLC, UBS Banc of America Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (ii) the executed equity commitment letter, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (the “Debt Commitment Letter”) providing for debt financing in the amounts set forth therein (the “Committed Debt Financing” and, Dubilier & Rice Fund VIIItogether with the offering or private placement of the debt securities under Rule 144A of the Securities Act contemplated thereby and the engagement letters referred to therein, L.P. the “Debt Financing”), (ii) the redacted version of the Debt Financing fee letter (with all the substantive terms redacted, except to the extent necessary to confirm the absence of additional conditions to the funding of the Debt Financing), and (iii) the equity commitment letter dated the date of this Agreement from the Guarantors (the “Equity Financing CommitmentCommitment Letter” and together with the Debt Financing CommitmentCommitment Letter, the “Financing CommitmentsCommitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has which such Persons have committed to invest the cash amount in Investor set forth in its Equity Financing Commitment therein (the “Equity Financing” and together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”)are attached hereto as Exhibit 6.7. None All of the Financing CommitmentsCommitment Letters are enforceable against Parent and Merger Sub, the Fee Letter or the Engagement Letter has been amended or modified prior and to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of InvestorParent’s knowledge, the other parties thereto (subject in each case to the effect 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). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitmentsthereto. Assuming the accuracy of the representations and warranties set forth in ARTICLE II Section 5.4 and performance by Seller and the Company of their respective its obligations hereunderunder this Agreement, upon receipt of the aggregate proceeds contemplated by the Financing Commitments, Investor Commitment Letters will be sufficient for Parent and the Company will have access as of the Closing to sufficient cash funds Merger Sub to pay the Aggregate Merger Consideration and all amounts fees and expenses payable by them in connection with the transactions contemplated by this Agreement (after giving effect to be paid the Contribution). As of the date of this Agreement, the obligations of the financing sources to fund the commitments under the Commitment Letters are not subject to any conditions other than as set forth in the Commitment Letters. As of the date of this Agreement, (i) the Commitment Letters have not been amended or modified, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded, and (ii) no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letters by them Parent or Merger Sub. Assuming the accuracy of the representations and warranties set forth in Section 5.4 and performance by the Company of its obligations under this Agreement, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letters not being satisfied or (ii) the funding contemplated in the Commitment Letters not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement. Assuming (y) that the parties to the Commitment Letters (other than Parent and Merger Sub) perform their respective obligations hereunderthereunder in accordance with their terms and (z) the accuracy of the representations and warranties contained in Article V and the compliance by the Company with the covenants contained in this Agreement, at the Closing, Parent will have sufficient funds available to enable it to satisfy its payment obligations under this Agreement (after giving effect to the Contribution).

Financing. Investor has Parent and Merger Sub have delivered to the Company true, correct and complete and correct copies of: (i) the executed commitment letter, dated as of the date hereof by proposed commitment letters dated July 2, 2007, from ▇▇▇▇▇ Fargo Foothill, Inc. and among UBS Loan Ableco Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor respectively (the “Debt Financing CommitmentCommitment Letters”)) executed by the lenders party thereto, pursuant to whichwhich such lenders party thereto have offered to commit, upon subject to the terms and subject to the conditions set forth thereinthereof, 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 Parent for the purpose of funding the transactions contemplated by this Agreement (whether provided under the Debt Commitment Letters or otherwise, such financing being referred to herein as the “Debt Financing”); (ii) . There are no proposed conditions precedent or other contingencies related to the executed equity commitment letter, dated as funding of the date hereof among Investor full amount of the Debt Financing under the Debt Commitment Letters, other than as set forth in or contemplated by the Debt Commitment Letters. The aggregate proceeds contemplated by the Debt Commitment Letters, together with any excess cash of the Company (including any Option proceeds) will be sufficient for Parent and ▇▇▇▇▇▇▇Merger Sub to pay the Total Common Stock Cash Payment Amount and the Total Option Cash Payment Amount, Dubilier & Rice to repay (or provide funds to the Company to repay) all of the Company’s and its Subsidiaries’ outstanding indebtedness (including the Convertible Notes and any amounts outstanding under the Credit Agreement), to pay any related breakage, make whole, premium or penalty, and to pay fees and expenses of the Company and Parent and its Affiliates in connection with this Agreement and the transactions contemplated hereby (collectively, the “Required Cash Amount” ). Parent and Merger Sub have delivered to the Company a correct and complete copy of a commitment letter (the “Backstop Letter”) dated July 2, 2007, executed by Newcastle Partners L.P., Newcastle Special Opportunity Fund VIIIIII, L.P. and Steel Partners II, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitmentcollectively, the “Financing CommitmentsSponsors”), ) pursuant to whichwhich the Sponsors have committed to provide or cause to be provided certain backstop equity or debt financing to Parent, upon not to exceed $35 million in the aggregate, on the terms and subject to the 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee such Backstop Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments are Backstop Letter, in the form so delivered, is in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyeffect. As of the date hereof, no event (i) the Backstop Letter has occurred which would constitute a breach not been amended or default modified, and (ii) the commitments contained in the Backstop Letter have not been withdrawn or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Assuming the accuracy of the representations and warranties set forth rescinded in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderany respect.

Financing. Investor (a) Buyer has delivered to the Company Seller a true, complete and correct copies of: copy of (i) the an executed debt commitment letter, dated as of the date hereof by including all exhibits and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”)schedules thereto, pursuant to whichwhich the Debt Financing Entities party thereto have agreed, upon on the terms and subject to the conditions set forth therein, UBS Loan Finance LLCto provide Buyer, UBS Securities LLCdirectly or indirectly, 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 with debt financing in the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (together with an executed closing payment letter (the “Debt Fee Letter”) associated therewith (which such Debt Fee Letter may be customarily redacted to omit fee amounts and other economic or commercially sensitive information that is customarily redacted in connection with transactions of this type and that does not adversely affect the availability, conditionality, enforceability, termination or amount of the Debt Financing)) (collectively, the “Debt Commitment Letter”); ) and (ii) the an 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 whichwhich the Equity Commitment Parties have agreed, upon on the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest provide Buyer with equity financing in the cash amount in Investor set forth in its Equity Financing Commitment therein (the “Equity FinancingCommitment Letter” and and, together with the Debt FinancingCommitment Letter, the “FinancingCommitment Letters”); . The debt financing committed pursuant to the Debt Commitment Letter is referred to in this Agreement as the “Debt Financing.” The equity financing committed pursuant to the Equity Commitment Letter is referred to in this Agreement as the “Equity Financing.” The Equity Financing and the Debt Financing are collectively referred to in this Agreement as the “Financing.” (iiib) Except as set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Financing Entities to provide the Financing or any contingencies that would permit the Financing Entities to reduce the aggregate amount available (including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision) under the Financing. No Person has any right to impose, and all fee letters Buyer has no obligation to accept, any condition precedent to the Financing other than the conditions precedent expressly set forth in connection the Commitment Letters (nor any term or condition that would have the effect of reducing the aggregate amount available under the Financing). Other than the Commitment Letters delivered to Seller, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Financing or the Commitment Letters that would adversely affect the availability, conditionality, enforceability, termination or amount of the Financing. (c) The Debt Financing, when funded in accordance with the Debt Financing Commitment Letter and after giving effect to any “flex” provision, if any, in or related to the Debt Commitment Letter (including, in each case, with respect to fees and original issue discount), will provide Buyer with cash proceeds on the Closing Date sufficient, when combined with the aggregate amount of the Equity Financing, to enable Buyer to consummate the transactions contemplated by, and satisfy its obligations under, this Agreement and the Commitment Letters on the terms contemplated hereby and thereby and to pay the fees and expenses of Buyer relating to the transactions contemplated hereby and thereby (such amounts, collectively, the “Fee LetterTransaction Amounts”); . (d) The Commitment Letters constitute the legal, valid, binding and (iv) enforceable obligation of Buyer and, to the engagement letter(s) in connection with any offerings knowledge of high-yield bonds (the “Engagement Letter”). None Buyer, each other party thereto and, as of the Signing Date, are in full force and effect. As of the Signing Date, no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach, default or failure to satisfy a condition by Buyer under the terms and conditions of the Commitment Letters and, as of the Signing Date, assuming the satisfaction of the conditions set forth in Section 6.2 (other than those conditions that by their nature are to be satisfied by the taking of actions or delivery of documents, or waived, on the Closing Date, but subject to the satisfaction of those conditions), Buyer has no reason to believe that any of the conditions to the Financing Commitmentswill not be satisfied by Buyer on a timely basis or that the Financing will not be available to the Buyer on the Closing Date. As of the Signing Date, Buyer has paid in full any and all commitment fees or other fees and expenses required to be paid pursuant to the Fee Letter terms of the Commitment Letters or the Engagement Letter has been amended any fee letter on or modified prior to before the date of this Agreement (provided that Agreement. Neither the existence Commitment Letters nor any fee letters related thereto have been modified, amended or exercise altered and none of the “flex” provisions contained respective commitments under the Commitment Letters has been terminated, reduced, withdrawn or rescinded in any respect, and no termination, reduction, withdrawal or rescission thereof is contemplated by Buyer or, to Buyer’s knowledge, any Financing Entity, other than amendments or modifications to the Fee Letter shall Commitment Letters to add lenders, lead arrangers, agents or similar entities that are not constitute an amendment or modification of the Financing Commitments), and, party thereto as of the date hereof, together with any conforming or ministerial changes related thereto. No modification of, or amendment to, the respective commitments contained in Commitment Letters are currently contemplated. (e) Buyer expressly acknowledges and agrees that, notwithstanding any other provision of this Agreement to the Financing Commitments have contrary, the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Buyer or any Affiliate of Buyer or any other financing or other transactions is not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating condition to any of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 Buyer’s obligations hereunder.

Financing. Investor (a) Parent has delivered to the Company true, complete and correct copies of: of (i) executed commitment letters, dated as of the date hereof, among Parent and each of the Guarantors and GS Investors (the "Equity Commitment Letters"), pursuant to which the Guarantors and GS Investors have committed, subject to the terms and conditions thereof, to invest in Parent the cash amounts and, in the case of P2 Capital Master Fund I, L.P., cash amounts and a certain specified number of shares of Common Stock, in each case, as set forth therein (the "Equity Financing"), and (ii) the executed commitment letter, dated as of the date hereof by and hereof, among UBS Loan Finance ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, UBS Securities LLC▇▇▇▇▇▇▇ Lynch, Deutsche Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Bank AG New York Branchof America, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC N.A. and Investor Merger Sub (the “"Debt Commitment Letter", together with the Equity Commitment Letters, the "Financing Commitment”Letters"), pursuant to whichwhich the counterparties thereto have committed, upon subject to the terms and subject to the conditions set forth thereinthereof, 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 (the "Debt Financing" and, together with the Equity Financing, the "Financing"). (b) Assuming the 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 Financing Letters, if funded in accordance with the terms of the Financing Letters, including the combination of funds expected to be available for borrowing under the New ABL Facility and any Available Cash of the Company for and its subsidiaries as of the purpose Closing Date, will be sufficient to (i) pay the aggregate Per Share Merger Consideration to all holders of funding Shares (other than any Share owned by the Company or by Parent or Merger Sub), including the amounts payable pursuant to Section 2.8, (ii) repay the principal and interest on all indebtedness outstanding under the Existing ABL Facility and to pay any amounts required to be paid to holders of the Existing Notes pursuant to the Consent, the Exit Consent Tender Offer or the Change of Control Offer (each as defined in the Debt Commitment Letter), (iii) pay any and all fees and expenses required to be paid at the Closing by Parent, Merger Sub or the Surviving Corporation, in connection with the Merger and the Financing and (iv) any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement (the “Debt Financing”); (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 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and amounts described in clauses (i) through (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement "Financing Uses"). (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. c) As of the date hereof, the Financing Commitments Letters are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law)effect. Other than as expressly set forth in the Financing Commitments, Letters and any related fee letter (a "Fee Letter or Engagement Letter or as set forth in any such documents amended after 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 (except that only the fee amounts, consent fees, price caps (including price caps in any securities demand provisions) and not in violation of the economic "flex" provisions hereofset forth therein have been redacted), there are no conditions precedent related to the funding of the full net proceeds amount of the Financing that would, or would reasonably be expected to, (i) impair the validity of the Financing Letters, (ii) reduce the aggregate amount of the Financing, (iii) prevent or materially delay the Closing, (iv) cause either of the Financing Letters to be ineffective or (v) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, Parent has not amended, modified, supplemented or waived any of the conditions or contingencies to funding contained in the Financing Letters (including definitive agreements related thereto) or any “flex” provisions) other provision of, or remedies under, the Financing Letters (including definitive agreements related thereto). As of the date hereof, neither the Guarantors, the GS Investors nor any Financing Source has notified Parent or Merger Sub of its intention to terminate either of the Financing Letters or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing or the conditions precedent thereto, other than as set forth in the Financing Letters (the "Disclosed Conditions"). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and none of the Guarantors, the GS Investors, Parent, Merger Sub, the Company or any subsidiary obligor have any obligation to accept, any condition precedent to such funding nor any reduction to the aggregate amount available under the Financing Letters on the Closing Date or, in the case of the Opco Bridge Facility, the amount available thereunder to fund payments under any agreement relating Exit Consent Tender Offer or any Change of Control Offer, as applicable (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Letters on the Closing Date or, in the case of the Opco Bridge Facility, the amount available thereunder to fund payments under any Exit Consent Tender Offer or any Change of Control Offer, as applicable). 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 that the Financing will not be available to Parent or Merger Sub on the Closing Date (subject in each case to all other parties to the Financing to which Investor or any of its Affiliates is a partyLetters and this Agreement complying in all material respects with their applicable obligations thereunder and hereunder). As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would constitute a default) by Investor under default or breach on the Financing Commitments, part of Parent or Merger Sub or, to the knowledge Knowledge of InvestorParent, any of the other parties thereto, under the Financing Letters, other than any such default or breach that has been waived by the Guarantors, the GS Investors, Merger Sub or the Financing Sources, as the case may be, or otherwise cured in a timely manner by Parent or Merger Sub to the reasonable satisfaction of the Guarantors, the GS Investors, or the Financing CommitmentsSources, as the case may be. Investor has As of the date hereof, neither Parent nor Merger Sub nor any Affiliate thereof is a party to any side letters or other Contracts related to and that could affect the availability of the Financing other than the Financing Letters and any Fee Letter, in each case, delivered to the Company prior to the date hereof. As of the date hereof, Parent and Merger Sub have fully paid paid, or caused to be fully paid paid, any and all commitment fees or other fees required to be paid which are due and payable on or prior to the date hereof pursuant to the terms of the Financing CommitmentsLetters and the Fee Letter. (d) 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, in the case of clauses (i) and (ii), in connection with the Merger or the other transactions contemplated by this Agreement. Assuming the accuracy Neither Parent, Merger Sub nor any of their Affiliates has caused or induced any Person to take any action that, if taken by Parent and/or Merger Sub, would be a breach of, or would cause to be untrue, any of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing 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 hereunderSection 4.8(d).

Financing. Investor Parent has delivered to the Company true, complete and correct copies of: (i) true and complete copies of executed written commitments (as the executed commitment lettersame may be amended pursuant to Section 6.14, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing CommitmentCommitments”), pursuant to whichwhich the lenders party thereto have agreed, upon subject only to the terms and subject to the 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 provide or cause to be provided to Parent and/or Merger Sub debt financing and continue to make available to the Company a revolving credit facility in the amounts set forth therein to the Company for the purpose purposes of funding financing the transactions contemplated by this Agreement and related fees and expenses and the Company’s ongoing operating expenses (the “Debt Financing”); ) and (ii) the true and complete copies of an executed equity written commitment letter(collectively, 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 CommitmentCommitments, the “Financing Commitments”), pursuant to whichwhich the party thereto has agreed, upon subject only to the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest provide or cause to be provided to Parent and/or Merger Sub equity financing in the cash amount in Investor amounts set forth in its Equity Financing Commitment therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the “Equity Financing” and together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with . As of the Debt Financing Commitment (collectivelydate of this Agreement, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None none of the Financing Commitments, the Fee Letter or the Engagement Letter Commitments has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments)modified, and, as of the date hereof, and the respective commitments contained in the Financing Commitments have not been withdrawn, terminated withdrawn 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 Financing Commitmentsrescinded. As of the date hereofof this Agreement, the Financing Commitments are in full force and effect effect. Parent has fully paid any and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the all commitment fees or other parties thereto (subject fees in each case to the effect 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). Other than as expressly set forth in connection with the Financing Commitments, Commitments that are due and any related Fee Letter or Engagement Letter or payable as set forth in any such documents amended after of the date hereof and not of this Agreement in violation connection therewith or pursuant thereto. As of the provisions hereofdate of this Agreement, there are no conditions precedent or other contingencies related to the funding of the full net proceeds amount of the Financing (including any “flex” provisions) under any agreement relating to Financing, other than as set forth in the Financing to which Investor or any of its Affiliates is a partyCommitments. As of the date hereof, no event has occurred which which, with or without notice, lapse of time or both, would constitute a breach or default (on the part of Parent or with notice Merger Sub under any of the Financing Commitments. As of the date of this Agreement, neither Parent nor Merger Sub is aware of any reason why the conditions set forth in the Financing Commitments would not be satisfied on or lapse before the Closing Date. Subject to the terms and conditions of time or both would constitute a default) by Investor under the Financing Commitments, or, and subject to the knowledge terms and conditions of Investorthis Agreement, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the 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 Company of their respective obligations hereunder, upon receipt of the aggregate proceeds contemplated by the Financing Commitments, Investor together with the cash on hand of Parent, Merger Sub and the Company will have access as of on the Closing Date, will be sufficient for Parent and Merger Sub to sufficient cash funds to pay all amounts consummate the Merger upon the terms contemplated by this Agreement to be paid by them and to perform their respective obligations hereunderpay the aggregate Per Share Merger Consideration payable pursuant to Section 4.1(a) hereof.

Financing. Investor (a) Concurrently with the execution of this Agreement, Buyer has delivered to the Company true, complete Seller true and correct copies of: (i) the of fully executed commitment letter, dated as of the date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor letters (the “Debt Financing CommitmentCommitment Letters”), pursuant to which, upon ) providing the terms and subject conditions upon which the issuers thereof (collectively, the “Lenders”) have committed to provide the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose full amount of funding the transactions contemplated by debt financing required in connection with this Agreement (the “Debt Financing”); (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 . The Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the 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 together with the Debt Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, the Financing Commitments Letters are in full force and effect and constitute as of the legal, valid and binding date of this Agreement. The obligations to fund the full amount of Investor and, the commitments under the Debt Commitment Letters are not subject to the knowledge of Investor, the any conditions other parties thereto (subject in each case to the effect 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). Other than as expressly set forth in the Financing Commitments, and Debt Commitment Letters. There is no fact or occurrence existing as of the date of this Agreement that makes any related Fee Letter of the assumptions or Engagement Letter or as statements set forth in any such documents amended after the date hereof and not in violation Debt Commitment Letters inaccurate or that causes the Debt Commitment Letters to be ineffective with respect to Buyer or that precludes or is reasonably likely to preclude the satisfaction of the provisions hereof, there are no conditions precedent related to set forth in the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a partyDebt Commitment Letters. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be fully paid all All commitment fees or and other fees required to be paid under the Debt Commitment Letters on or prior to the date hereof pursuant have been paid. (b) Subject to its terms and conditions, the Financing Commitments. Assuming Debt Financing, when funded in accordance with the accuracy of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunderDebt Commitment Letters, upon receipt of the proceeds contemplated by the Financing Commitments, Investor and the Company will have access as of provide Buyer with funds sufficient on the Closing Date to sufficient cash funds to pay all amounts consummate the transactions contemplated by this Agreement on the terms contemplated hereby, including, for the avoidance of doubt, to be paid pay the Purchase Price and all related fees and expenses payable by them Buyer in connection with this Agreement and to perform their respective obligations hereunderthe transactions contemplated hereby at the Closing.

Financing. Investor The Buyer has delivered to the Company Seller a true, complete and correct copies of: copy of (i) one or more executed commitment letters from the Sponsors dated as of the date of this Agreement (including all exhibits, schedules and annexes thereto, collectively, the “Equity Commitment Letter”, and the commitments under the Equity Commitment Letter, the “Equity Financing Commitments”), pursuant to which the Sponsors have committed and agreed to provide equity financing in the amount set forth therein for the purposes set forth therein (the “Equity Financing”), (ii) an executed debt commitment letter, dated as of the date of this Agreement (including all exhibits, schedules and annexes thereto, and as amended from time to time after the date hereof solely as permitted by Section 6.08, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”, and among UBS Loan Finance LLCthe commitments under the Debt Commitment Letter, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Debt Financing Commitment”)Commitments” and, pursuant to which, upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (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 Equity Financing CommitmentCommitments, the “Financing Commitments”), from the Debt Financing Sources, pursuant to whichwhich the Debt Financing Sources have committed, upon subject to the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to invest provide to the cash amount Buyer debt financing in Investor the amounts set forth in its Equity Financing Commitment therein (the “Equity Debt Financing” and together ”; provided, that for purposes of this Agreement, the Debt Financing shall also include, after the date hereof, to the extent Alternative Financing from any other Person is obtained in accordance with this Agreement, such Alternative Financing, the Debt Financing, together with the Equity Financing, is collectively referred to as the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, 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, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, 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 Financing Commitments. As of the date hereof, (i) the Financing Commitments have not been amended, modified, restated, replaced, terminated, waived or withdrawn, (ii) other than amendments or modifications solely to add lenders, lead arrangers, bookrunners and similar entities who have not executed the Debt Financing Commitment as of the date hereof, no such amendment, modification, restatement, replacement, termination, waiver or withdrawal of the Financing Commitments is contemplated and (iii) the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor the Buyer and, to the knowledge Knowledge of Investorthe Buyer, the other parties thereto (subject thereto, in each case case, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriummoratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity. As of the date hereof, receivership or similar Laws relating the Financing to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other be funded on the Closing Date is subject to no conditions precedent other than as expressly those set forth in the Financing Commitments. As of the date hereof, and the Buyer is not aware of any related Fee Letter fact or Engagement Letter or as set forth occurrence that would result in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no additional conditions precedent related or contingencies to the funding of the full net proceeds availability of the Financing (including any “flex” provisions) under any agreement relating to be funded on the Financing to which Investor or any of its Affiliates is a partyClosing Date. As of the date hereof, no event has occurred which would constitute a breach which, with or default (or with notice or without notice, lapse of time or both both, would reasonably be expected to constitute a default) default or breach by Investor the Buyer under the Financing Commitments and, as of the date hereof, assuming the conditions set forth in Section 2.02 have been satisfied, the Buyer has no reason to believe that it will be unable to satisfy the conditions to the funding of the Financing contemplated on the Closing Date or that the Financing will not be made available to the Buyer on the Closing Date. As of the date hereof, none of the Sponsors nor the Debt Financing Sources have notified the Buyer of its intention to terminate or withdraw the Financing Commitments, oras applicable, to or the knowledge of Investor, the other parties to the Financing Commitmentscommitments thereunder. Investor The Buyer has fully paid (or caused to be fully paid paid) in full any and all commitment fees or other fees and expenses required by the terms of the Financing Commitments to be paid on or prior to the date hereof and has otherwise satisfied all of the other conditions required to be satisfied pursuant to the Financing Commitments. Assuming the accuracy terms of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Investor if any, prior to the date of this Agreement. For the avoidance of doubt, Buyer acknowledges that its ability to obtain any financing (including without limitation, the Financing) it is not a condition to its obligation to consummate the Closing and the Company will have access as of the Closing to sufficient cash funds to pay all amounts contemplated by other transactions under this Agreement to be paid by them and to perform their respective obligations hereunderAgreement.