Common use of Debt Financing Clause in Contracts

Debt Financing. Parent has delivered to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.

Debt Financing. Parent has delivered (a) The Company shall use its reasonable best efforts to the Company trueobtain, correct and complete copies or cause to be obtained, $5,000,000,000 of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to on the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment as promptly as reasonably practicable and shall not, without the Special Committee’s prior written consent, permit any amendment or modification to be made to, or any waiver of any provision under, the Debt Financing CommitmentsCommitment, if obtainedsuch amendment, together modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing) or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Financing Commitment, in a manner that would reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the available cash funding thereunder. For the avoidance of doubt, it is understood and agreed that the Company, Parent without the consent of the Special Committee, may amend the Debt Financing in any manner the Company Board determines is in the best interests of the Company (including to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Financing Commitment and Merger Sub amend the economic and other arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers or similar entities) so long as such amendment would not reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on or prior to the Closing Date, will be sufficient for Parent and Merger Sub (y) adversely impact the ability of the Company and/or the Borrowers to consummate the Merger upon the terms contemplated by this Agreement, and enforce their respective rights against other parties to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due Commitment or the definitive agreements with respect thereto, in each case, relating to be paid the funding thereunder or (z) result in connection with the net proceeds of the Debt Financing Commitmentsbeing made available to the Borrowers or any of their Affiliates, and Parent will pay when due all other commitment fees arising under as applicable, in an amount which is not sufficient to satisfy the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as condition set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationSection 5.01(e)(iii).

Debt Financing. Parent (a) Verso Paper Holdings has delivered to the Company true, correct received and complete copies of accepted (i) one or more executed commitment letter(s) letters, dated as of the date of this Agreement (as the same may be amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.12(a), the “Debt Financing CommitmentsCommitment Letters”), as set forth in Section 4.5 of from the Parent Disclosure Letterlenders party thereto (collectively, the “Lenders”), pursuant to which the lender parties thereto Lenders have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein in the Debt Commitment Letters and establish a new Company term loan facility (the “New NewPage Term Loan Facility”) and a new Company asset-based loan facility (the “New NewPage ABL Facility”) as set forth therein, and Parent has made available to the Company, concurrently with the execution and delivery of this Agreement, true and complete copies of the Debt FinancingCommitment Letters substantially in the form previously reviewed by the Company and (ii) executed amendments, dated as of the date of this Agreement (the “Existing Credit Agreement Amendments”) of the Verso ABL Facility and the Verso Cash Flow Facility, from the requisite lenders party thereto (collectively, the “Existing Lenders”), pursuant to which the Existing Lenders have agreed to permit the transactions contemplated by this Agreement pursuant to the applicable documentation in connection therewith, and Parent has made available to the Company, concurrently with the execution and delivery of this Agreement, true and complete copies of the Existing Credit Agreement Amendments substantially in the form previously reviewed by the Company. As Except for any fee letters (the “Fee Letters”) relating to fees with respect to the Debt Financing (a complete copy of which has been provided to the Company), as of the date of this Agreement, except there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as permitted by this Agreementapplicable, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained other than as expressly set forth in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effectCommitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationCommitment Letters.

Debt Financing. (a) Parent has delivered to the Company true, correct Partnership a true and complete copies copy of a fully executed debt commitment letter(s) (letter dated as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letterdate hereof, together with all schedules, exhibits, annexes and term sheets attached thereto, pursuant to which the lender parties Debt Financing Sources party thereto have agreedcommitted to provide to Merger Sub, subject to the terms and conditions thereoftherein, to provide or cause to be provided debt financing in the debt amounts aggregate amount set forth therein (the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the respective obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing CommitmentsCommitment Letter provided to the Partnership pursuant to this Section 4.6. The aggregate proceeds contemplated Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing CommitmentsFinancing, if obtainedwhen funded in accordance with the Debt Commitment Letter, together with the available cash on hand of the CompanyParent and its Subsidiaries, will provide Parent and Merger Sub on with sources of immediately available funds in the Closing Date, will be aggregate sufficient for Parent and Merger Sub to consummate pay the aggregate Merger upon the terms contemplated by this Agreement, Consideration and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due other amount required to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to by Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in consummation of the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationTransactions.

Debt Financing. Parent has delivered to the Company Company, as of the date of this Agreement, a true, complete and correct and complete copies copy of an executed commitment letter(s) letter, dated as of the date hereof (as the same may be amended"Debt Commitment Letter"), between Merger Sub and M&T Bank (the “"Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, Sources") pursuant to which the lender parties thereto Debt Financing Sources have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “"Debt Financing”"). The Debt Commitment Letter is in full force and effect as of the date of this Agreement, and is a legal, valid and binding obligation of Merger Sub and the other parties thereto. As of the date hereof, no amendment or modification of the Debt Commitment Letter has been or made and the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements to which Merger Sub, Parent or their Affiliates is a party relating to the funding of the Debt Financing other than the Debt Commitment Letter, the Rollover Agreement, the Contribution Agreement and any customary fee letters or engagement letters that do not impact the conditionality or amount of the Debt Financing. Parent and/or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letter and/or the Debt Financing that are due and payable on or prior to the date hereof (to the extent not otherwise waived by the Debt Financing Sources). As of the date of this Agreement, except as permitted assuming the accuracy in all material respects of the representations and warranties set forth in Article III and the performance by the Company of its obligations set forth in this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither neither Parent nor Merger Sub has any reason reasonable basis to believe that (x) it will be unable to satisfy on a timely basis any material term (to the extent such material term is to be performed or complied with prior to the Closing Date) or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as close set forth in the Debt Commitment Letter, in accordance with the terms therein, on or prior to the Closing Date or (y) any condition to close set forth in the Debt Commitment Letter will not be satisfied, in accordance with the terms therein, on or prior to the Closing Date (except to the extent that such condition relates to the receipt of the Company Shareholder Approval and/or the Minority Approval, as to which no representation is made in this Section 4.06). There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Debt Financing Commitments, nor any contracts other than as expressly set forth in or non-binding arrangements or understandings with any Person concerning contemplated by the ownership and operation of Parent, Merger Sub or the Surviving CorporationDebt Commitment Letter.

Debt Financing. As of the date of this Agreement, Parent has and the Merger Subs have delivered to the Company true, correct a true and complete copies copy of an executed commitment letter(s) (letter, including all exhibits, schedules and annexes thereto, in each case, as the same may be amended, supplemented or otherwise modified from time to time (the “Debt Financing CommitmentsCommitment Letter”)) and a copy of an executed fee letter (which fee letter may be redacted with respect to the fee amounts and economic terms contained therein, as set forth in Section 4.5 which redacted information does not relate to the amount or conditionality of the Parent Disclosure debt financing contemplated by the Debt Commitment Letter) from the Financing Sources, dated as of the date hereof, pursuant to which which, among other things, the lender parties thereto Financing Sources have agreed, committed to provide debt financing to Parent and the Merger Subs in an aggregate amount set forth therein and subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Commitment Letter and assuming that each of the conditions set forth in Section 8.1 and Section 8.2 of this Agreement is satisfied at Closing, as of the date of this Agreementhereof, except as permitted the funds provided by this Agreement, none of the Debt Financing Commitments has been amended or modifiedFinancing, together with any cash on hand, available lines of credit and other sources of immediately available funds, will be sufficient for Parent to pay (a) all amounts owing under the Company Notes (after giving effect to the net cash proceeds from the transactions contemplated by the WBA Asset Purchase Agreement available therefor, less the Payoff Amounts required under Section 7.14(b)), (b) the Additional Cash Consideration, (c) all other required payments payable in connection with the transactions contemplated hereby, including the transactions contemplated by Section 7.15, and (d) all fees and expenses associated therewith for which any of Parent or the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescindedMerger Subs is responsible. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter constitutes a legal, valid and binding obligation of Parent and the Merger Subs in full force accordance with its terms and, to its knowledge, each of the other parties thereto, enforceable against Parent and effectthe Merger Subs and, to its knowledge, each of the other parties thereto in accordance with its terms subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the Debt Commitment Letter has not been withdrawn or terminated or amended or modified in any respect. There are no conditions precedent related to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Commitment Letter. There are no agreements, side letters or arrangements relating to the Debt Financing Commitments. The aggregate proceeds that could impair the availability of any of the Debt Financing other than as expressly set forth in or contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableCommitment Letter. As of the date of this Agreement and assuming that each of the conditions set forth in Section 8.1 and Section 8.2 of this Agreement are satisfied at Closing, neither Parent nor the Merger Subs have any reason to believe that (a) any of the conditions to the Debt Financing will not be satisfied or (b) except to the extent reduced prior to the Closing Date in accordance with Section 7.18(c) hereof, the Debt Financing will not be available to Parent and the Merger Subs on the Closing Date. Parent and the Merger Subs have fully paid (or caused to be fully paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Each of Parent and the Merger Subs understands and acknowledges that under the terms of this Agreement, Parent and the Merger Sub have no contractsSubs’ obligations hereunder are not in any way contingent upon or otherwise subject to Parent’s or the Merger Subs’ consummation of any financing arrangements, arrangements Parent or understandings with the Merger Subs’ obtaining of any Person concerning financing or the contributions to be made availability, grant, provision or extension of any financing to Parent or the Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationSubs.

Debt Financing. Parent AerCap has delivered to the Company Parent and the Existing Shareholders a true, complete and correct and complete copies copy of the executed commitment letter(sletter, dated as of the date hereof (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the amounts of fees, pricing caps, and other economic terms, including those contained in the “market flex” provisions, (none of which would adversely affect the availability of the Debt Financing or would reduce the amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (i) the aggregate Cash Consideration and (as ii) any fees and expenses of or payable by the same AerCap Entities or AerCap in connection with the Completion and the Debt Financing) set forth therein may be amendedredacted), as may be amended or modified in accordance with the terms hereof, collectively, the “Debt Financing Commitments”), as set forth in Section 4.5 of among AerCap and the Parent Disclosure LetterLenders party thereto, pursuant to which the lender parties Lenders party thereto have agreedcommitted, subject to the terms and conditions thereofset forth therein, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). As of the date of this AgreementSigning Date, except as permitted by this Agreement, none of the Debt Financing Commitments has are in full force and effect with respect to, and constitute the valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of, AerCap and, to the knowledge of AerCap, the other parties thereto. As of the Signing Date, the Debt Financing Commitments have not been amended or modifiedmodified prior to the Signing Date, as of the Signing Date no such amendment or modification is contemplated (other than any amendment or modification pursuant to clause 10.1 to add lenders, lead arrangers, bookrunners, syndication agents or other Lenders who had not executed the Debt Financing Commitments as of the Signing Date and, in connection therewith, to amend the economic and other arrangements with respect to the appointment of such additional lenders, lead arrangers, bookrunners, syndication agents or other Lenders), and the respective commitments contained in the Debt Financing Commitments have not been withdrawn withdrawn, decreased or rescinded. As of the date of this Agreement, the Debt Financing Commitments are rescinded in full force and effectany respect. There are no conditions precedent to side letters or other agreements, arrangements, contracts or understandings that could adversely affect the funding of the full amount availability 148 of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent AerCap has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing CommitmentsCommitments due and payable on or prior to the Signing Date and, and Parent on the Completion Date, will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with paid in full any Person concerning the contributions such amounts required to be made to Parent paid on or Merger Sub in connection with before the transactions contemplated by this Agreement other than Completion Date. Except as expressly set forth in the Debt Financing Commitments, nor there are no conditions to the obligations of the parties thereunder to make the Debt Financing available to AerCap on the terms therein or any contracts contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the Signing Date (i) no event has occurred that, with or non-binding arrangements without notice, lapse of time or understandings both, would constitute a default or breach or a failure to satisfy a condition precedent on the part of AerCap or, to the knowledge of AerCap, any of the other parties to the Debt Financing Commitments under the Debt Financing Commitments and (ii) AerCap has no reason to believe that any of the conditions to the Debt Financing contemplated by the Debt Financing Commitments will not be satisfied or that any portion of the Debt Financing will not be made available to AerCap at the Completion. Assuming the satisfaction of the conditions set forth in clause 3, the Debt Financing, when funded in accordance with the Debt Financing Commitments, will provide AerCap with cash proceeds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the AerCap Entities’ obligation to (i) pay the aggregate Cash Consideration and (ii) pay any Person concerning fees and expenses of or payable by the ownership AerCap Entities or AerCap in connection with the Completion and operation of Parent, Merger Sub or the Surviving CorporationDebt Financing.

Debt Financing. Parent has delivered (a) Each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, reasonably proper or reasonably advisable to arrange, obtain and consummate by no later than immediately prior to the Company true, correct and complete copies of executed commitment letter(s) (as First Merger Effective Time the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of and obtain the Parent Disclosure Letter, pursuant to which net cash proceeds thereof (after taking into account any original issue discount and other deductions from the lender parties thereto have agreed, subject to loan amount) on the terms and conditions thereofdescribed in the Debt Commitment Letter (including the “market flex” provisions of the fee letter) in an amount sufficient, together with other immediately available cash sources and amounts (none of which are subject to any conditions to funding) available to Parent on the Closing Date, to provide equal at least the Required Amount. None of Parent, US Holdings, Merger Sub 1 or cause Merger Sub 2 shall permit any (x) termination of the Debt Commitment Letter except in connection with any entry into an Alternative Financing permitted under Section 6.20(b) (it being understood that the automatic reduction or termination of commitments in accordance with the terms of the Debt Commitment Letter shall not constitute such a termination) or (y) amendment or restatement to be provided made to, or any waiver of any provision under, the debt amounts set forth therein Debt Commitment Letter if such amendment, restatement, or waiver (i) with respect to the “Debt Financing”). As of Commitment Letter, reduces the date of this Agreement, except as permitted by this Agreement, none aggregate cash amount of the Debt Financing Commitments has been amended below the amount necessary, when taken together with all other immediately available cash sources and amounts available to Parent, US Holdings, Merger Sub 1 and Merger Sub 2 (none of which are subject to any conditions to funding) to equal at least the Required Amount, (ii) imposes new or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no additional conditions precedent to the Debt Financing, in each case in a manner that would materially delay or prevent the consummation of the Transactions or the funding of the full cash amount of the Debt Financing on the Closing Date that is necessary, together with other immediately available sources and amounts, to equal at least the Required Amount, and (iii) adversely affects the ability of Parent or its applicable Subsidiary to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, modified, waived or replaced, relative to the ability of Parent and its Subsidiaries to enforce their respective rights against such other parties to the Debt Commitment Letter as in effect on the date hereof; provided that, notwithstanding anything to the contrary contained in this Section 6.20, (A) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may effect any such amendment or restatement to or waiver of any of its rights under the Debt Commitment Letter and/or substitution of other debt financing for all or any portion of the Debt Financing, other than in each case, so long as set forth in the foregoing complies with the provisions of this sentence that appear before this proviso and (B) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may amend or restate the Debt Commitment Letter to implement any “market flex” provisions of any fee letter relating to the Debt Financing Commitmentsas in effect on the date hereof (or that come into effect after the date hereof, but that are not in violation of the provisions of the sentence that appears before this proviso) to the extent required to be implemented by the Financing Sources or otherwise pursuant to the terms of any such fee letter or to add lenders, purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources who had not executed the Debt Commitment Letter as of the date hereof in accordance with the Debt Commitment Letter as in effect on the date hereof and, in connection therewith, amend or restate the economic and other arrangements to the extent relating to the appointment of such additional lenders, purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources. The aggregate proceeds Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall not agree to the termination of any commitment in respect of the Debt Financing without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (except any termination or reduction of commitments in accordance with the terms of the Debt Commitment Letter). Parent shall deliver to the Company copies of any amended or restated Debt Commitment Letter or any written waiver thereto promptly following the execution thereof (provided that any fee letter (or any amendment, restatement or waiver to any such fee letter) may be subject to redactions of fee amounts, percentages, flex provisions and any other economic terms and other provisions that are customarily redacted in connection with transactions of this type, so long as such redaction does not cover terms that would adversely affect the conditionality or termination of the Debt Financing). For purposes of this Agreement, as applicable, (X) references to “Debt Financing” shall include the debt financing contemplated by the Debt Financing CommitmentsCommitment Letter as permitted to be amended, if obtainedrestated, together with the available cash of the Companymodified, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated supplemented or replaced by this Agreement, Section 6.20(a) and any Alternative Financing permitted by Section 6.20(b) and (Y) references to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition “Debt Commitment Letter” shall include such documents as permitted to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitmentsamended, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreementrestated, Parent and Merger Sub have no contractsmodified, arrangements supplemented or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated replaced by this Agreement other than as set forth in the Debt Section 6.20(a) or any commitment letters for Alternative Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationpermitted by Section 6.20(b).

Debt Financing. Parent has delivered will use all commercially reasonable efforts to the Company true, correct and complete copies of executed commitment letter(s(i) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of maintain the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter in full force and effect. There are no , and will not amend, terminate or waive any provisions under such Debt Commitment Letter, and (ii) comply, to the extent within Parent’s control, with all of the covenants of Parent in the Debt Commitment Letter and take all actions, to the extent within Parent’s control, necessary or desirable to cause all of the conditions precedent to the funding of the full amount financing contemplated in the Debt Commitment Letter to be satisfied as promptly as practicable following the date hereof and in coordination with the satisfaction of the other closing conditions set forth herein, including obtaining any opinions of legal counsel required by the Lenders thereunder and, to the extent within Parent’s control, assuring that there is no breach or default or event of default under any of its existing financing agreements and (iii) accept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt FinancingCommitment Letter or fee letter related thereto. Parent agrees to notify the Target following its receipt of notification by any financing source under the Debt Commitment Letter or in connection with any substitute debt or other financing of such source’s indications that it does not intend to provide, other than as set forth questions its requirement to provide or asserts its inability or refusal to provide the financing described in the applicable Debt Financing CommitmentsCommitment Letter. The aggregate proceeds If the funding of the indebtedness contemplated by the Debt Financing CommitmentsCommitment Letter becomes unavailable or Parent reasonably believes that such funding may not occur for any reason other than a breach by Target or Target Stockholders of any of its representations, if obtainedwarranties, together with the available cash of the Companycovenants or agreements contained herein or in any Ancillary Agreement, Parent and Merger Sub will use all commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent (as determined in the Closing Date, will be sufficient for Parent and Merger Sub reasonable judgment of Parent) than to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it those contained in the Debt Financing CommitmentsCommitment Letter or fee letter related thereto including, for the avoidance of doubt, the “market flex”. Parent has fully paid shall keep the Target reasonably informed of any and material adverse developments relating to the proposed debt financing. Without limiting the generality of the foregoing, Parent shall use all commitment fees that have been incurred and are due commercially reasonable efforts to be paid in connection with satisfy the closing conditions to the debt financing contemplated by the Debt Financing CommitmentsCommitment Letter (or, and Parent will pay when due all other commitment fees arising under if applicable, the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationalternative financing) that are within its control.

Debt Financing. Parent has delivered to the Company true, a true and correct and complete copies copy of an executed debt commitment letter(s) letter to Parent (as the same may be amended, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of the Parent Disclosure Letter, ) pursuant to which the lender parties thereto have agreednamed therein (the “Lender”) has committed, subject only to the terms and conditions thereofset forth therein, to provide or cause to be provided lend Parent (and certain of Parent’s Subsidiaries) the debt amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. Parent has also delivered to the Company a true and complete (other than the redactions referenced herein) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms (including economic flex terms), which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Financing) (any such fee letter, a “Fee Letter”). As of the date of this Agreementhereof, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, Commitment Letter and the respective commitments contained Fee Letters (i) are in the Debt Financing Commitments full force and effect and (ii) have not been withdrawn or rescindedterminated or otherwise amended or modified in any respect. As of the date hereof, each Fee Letter and the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of this AgreementParent and, to the knowledge of Parent, the Debt other parties thereto, subject in each case to the bankruptcy and principles of equity exceptions. As of the date hereof, there are no other agreements, side letters, understandings or arrangements relating to the Commitment Letter or Fee Letters, the Financing Commitments are in full force or any alternative debt financing for the transactions contemplated hereby to which Parent or any of its Subsidiaries is a party (other than the Commitment Letter and effectthe Fee Letters). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term or condition of the Commitment Letter or Fee Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing CommitmentsCommitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees that have been incurred and are due or other fees required by the Commitment Letter or Fee Letters to be paid in connection with by it on or prior to the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payabledate of this Agreement. As of the date hereof, assuming the accuracy of the representations and warranties set forth in Section 5.1 and the performance by the Company of its obligations under Article VI and the satisfaction of the conditions set forth in Article VII, Parent is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would reasonably be expected to (i) result in any of the conditions in the Commitment Letter not being satisfied, or (ii) otherwise result in the Financing not being available on a timely basis and in a sufficient amount, in each case in order to consummate the transactions contemplated by this Agreement. The net proceeds from the Financing, together with cash on hand of Parent and Merger Sub have no contractsits Subsidiaries and the Company and the Subsidiaries, arrangements will be sufficient to consummate the transactions contemplated by this Agreement. Parent confirms that it is not a condition to Closing or understandings with any Person concerning the contributions to be made to of its other obligations under this Agreement that Parent obtain financing for or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationAgreement.

Debt Financing. (a) Parent has delivered shall use its reasonable best efforts to take (taking into account the Company trueexpected timing for Closing), correct or cause to be taken, all actions and complete copies of executed commitment letter(s) (as do, or cause to be done, all things necessary, proper or advisable to obtain, no later than the same may be amendedClosing Date, the “proceeds of the Debt Financing Commitments”), as set forth on the terms and conditions described in Section 4.5 of the Parent Disclosure Debt Commitment Letter, pursuant to which including (i) maintaining in effect the lender parties thereto have agreed, Debt Commitment Letter in accordance with and subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (it being understood that the Debt Commitment Letter may be replaced or amended as provided below), (ii) negotiating definitive agreements with respect to the Debt Financing or any Alternative Debt Financing (the “Definitive Debt FinancingAgreements”) substantially consistent with (or better than) the terms and conditions contained in the Debt Commitment Letter (including, as necessary, any “market flex” provisions contained in any related fee letter), (iii) satisfying on a timely basis (or obtaining a waiver of) all conditions in the Debt Commitment Letter and the Definitive Debt Agreements applicable to Parent or its Affiliates that are within their control and (iv) complying with the covenants applicable to it in the Debt Commitment Letter and in the Definitive Debt Agreements for the Debt Financing that are within its control to the extent the failure to comply with such covenants could adversely impact the amount, certainty or timing, or the availability of, the Debt Financing or Alternative Debt Financing at the Closing. In the event that all conditions contained in the Debt Commitment Letter have been satisfied, Parent shall use its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at Closing (including by promptly taking enforcement action in the event of a material breach by the Debt Financing Source of their obligations under the Debt Commitment Letter or Definitive Debt Agreements (it being understood that a breach consisting of a refusal to fund in accordance with the terms of the Debt Commitment Letter or Definitive Debt Agreements, as applicable, will be considered a material breach for purposes hereof)). As Other than amendments, modifications or supplements to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties to the Debt Commitment Letter (but if and only if the addition of such additional parties, individually or in the aggregate, and together with any amendments or modifications to the Debt Commitment Letter in connection therewith, would not result in the occurrence of a Restricted Commitment Letter Amendment (as defined below), Parent shall not, without the prior written consent of the date Company (which shall not be unreasonably withheld, conditioned or delayed) permit any amendment or modification to, or any waiver of this Agreementany material provision or remedy under, except as permitted by this Agreementthe Debt Commitment Letter or Definitive Debt Agreements if such amendment, none modification, waiver or remedy (A) adds new (or expands or adversely amends or modifies any existing) conditions to the consummation of the Debt Financing Commitments has been amended in a manner that could reasonably be expected to (x) prevent or modified, and delay the respective commitments contained in Closing or (y) make the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the timely funding of the full amount of the Debt Financing, other than as set forth or the satisfaction of the conditions to obtaining the Debt Financing, less likely to occur in any respect, (B) reduces the amount of the Debt Financing Commitments. The aggregate proceeds contemplated by to an amount that would be less than the amount that would be required to pay the Financing Amount, (C) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Financing CommitmentsCommitment Letter or the Definitive Debt Agreements, if obtained, together with (D) waive any remedy available to Parent or its Affiliates thereunder or adversely affect the available cash ability of Parent or its Affiliates to enforce or cause the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment enforcement of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising its rights under the Debt Financing Commitments as and when they become payable. As Financing, (E) allow for the early termination of the date Debt Commitment Letter or (F) could reasonably be expected to prevent, impede or delay the consummation of this Agreement, Parent the Merger and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the other transactions contemplated by this Agreement (clauses (A)-(F), collectively the “Restricted Commitment Letter Amendments”). In the event that any portion of the Debt Financing becomes unavailable, or Parent reasonably expects may become unavailable, on the terms and conditions in the Debt Commitment Letter, regardless of the reason therefor (other than Parent has the right to terminate this Agreement pursuant to Section 8.01 hereof), or if Parent reasonably believes that an alternative debt financing (which, for the avoidance of doubt, will include the Series 2022-1 Term Notes referred to in the Debt Commitment Letter) will be more likely to be consummated than the Debt Financing contemplated by the Debt Commitment Letter, Parent will (i) use its reasonable best efforts to obtain alternative debt financing (in an amount at least equal to the Financing Amount) from the same or other sources (the “Alternative Debt Financing”) and (ii) promptly notify the Company of such unavailability and the reason therefor or such determination that an Alternative Debt Financing will be more likely to be consummated than the Debt Financing contemplated by the Debt Commitment Letter. For the purposes of this Section 6.16 (other than as expressly provided otherwise), the term “Debt Financing” shall be deemed to include any Alternative Debt Financing arranged in compliance herewith, and the term “Debt Commitment Letter” and “Definitive Debt Agreement” shall be deemed to include any commitment letter (or similar agreement) or definitive agreement with respect to any such Alternative Debt Financing; provided, that, notwithstanding anything to the contrary herein, in no event shall any Alternative Debt Financing or amendment with respect to the Debt Commitment Letter be deemed to adversely expand the obligations set forth in this Section 6.16 of the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership Company and operation of Parent, Merger Sub or the Surviving Corporationits Subsidiaries.

Debt Financing. Parent has delivered to the Company true, correct and complete copies of executed commitment letter(s(a) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject Subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contractsPurchaser will (and Parent will cause MIFSA to) use its reasonable best efforts to take, arrangements or understandings with any Person concerning the contributions cause to be made taken, all actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Debt Financing on or prior to the Closing Date to the extent necessary to consummate the Transactions, and will not (and Parent will cause MIFSA not to), without the Company’s prior written consent, amend, modify, replace, terminate or Merger Sub in connection agree to any waiver under the Debt Commitment Letter if such amendment, modification, replacement, termination or waiver (i) reduces the aggregate amount of the Debt Financing to an amount that, together with Purchaser’s, the transactions contemplated by Company’s and their respective Affiliates’ cash and cash equivalents on hand and available committed credit facilities, would be less than an amount that would be required to fund the cash payments required to consummate the Transactions or (ii) changes the conditions to obtaining the Debt Financing or adds new or additional conditions precedent to obtaining the Debt Financing, if such change would reasonably be expected to (A) materially delay or prevent the Closing, (B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing on the Closing Date) materially less likely to occur or (C) materially adversely impact the ability of MIFSA to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided, however, that, notwithstanding the foregoing, Parent may cause MIFSA to (1) amend or replace the Debt Commitment Letter or the Debt Fee Letter to add lenders, arrangers, bookrunners, syndication agents, managers or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement other than as set forth and (2) implement or exercise any “flex” provisions provided in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings Fee Letter as in effect on the date of this Agreement. In the event that new commitment letters are entered into in accordance with any Person concerning amendment, modification or replacement of the ownership Debt Commitment Letter permitted pursuant to this Section 6.14, such new commitment letters shall be deemed to be a “Debt Commitment Letter” for all purposes of this Agreement and operation of Parent, Merger Sub or the Surviving Corporation.references to “

Debt Financing. Parent has delivered to the Company a true, correct and complete copies copy of the executed commitment letter(s) (Debt Commitment Letter, attached hereto as Exhibit O. As of the same may be amendeddate of this Agreement, the “Debt Commitment Letter has not been amended or modified in any manner since Parent provided, on or prior to the date of this Agreement, a fully executed copy of the Debt Commitment Letter. Neither Parent nor any of its Affiliates has entered into any amendment or modification to the Debt Commitment Letter or any agreement, side letter or other arrangement with respect to the Debt Financing Commitments”contemplated by the Debt Commitment Letter among the parties thereto, in each case, that would add any condition precedent to funding of the Debt Financing or otherwise expand or adversely amend or modify any of the conditions precedent to the receipt of the Debt Financing, reduce the amount of the Debt Financing below an amount necessary (together with the proceeds of the Preferred Stock Issuance) to fund all of the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement (including the payment of the Cash Merger Consideration), as adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. Assuming the satisfaction of the closing conditions set forth in Section 4.5 7.1 and Section 7.2 and that the Debt Financing is funded in accordance with the Debt Commitment Letter (including any “market flex” provisions related thereto), the aggregate net proceeds of the Parent Disclosure Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) when funded in accordance with the terms of the Debt Commitment Letter, pursuant together with the proceeds of the Preferred Stock Issuance, will be sufficient to which consummate the lender parties thereto have agreedTransactions contemplated hereby, subject to including the terms and conditions thereof, to provide or cause to be provided payment of the debt amounts set forth therein (Estimated Cash Merger Consideration on the “Debt Financing”)Closing Date. As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments commitment contained in the Debt Financing Commitments have Commitment Letter has not been withdrawn withdrawn, rescinded or rescindedrepudiated in any respect and no such withdrawal, rescission or repudiation is contemplated. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter is in full force and effect. There are no conditions precedent effect and represents a legal, valid, binding and enforceable obligation of Parent and, to the funding knowledge of Parent, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the full amount of the Debt Financing, other than as conditions set forth in the Debt Financing CommitmentsCommitment Letter and except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The aggregate proceeds contemplated Parent has fully paid (or caused to be fully paid) any and all commitment fees and other amounts that are due and payable by Parent on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default on the part of Parent or, to the knowledge of Parent, any other party thereto under the Debt Commitment Letter or that would result in the Debt Financing Commitments, if obtained, together with contemplated thereby to be unavailable or materially delayed. Assuming the available cash satisfaction of the Companyconditions set forth in Section 7.1 and Section 7.2 and compliance by the Company with Section 6.8 (other than any failures to comply with Section 6.8 that, individually and in the aggregate, are not material), Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any no reason to believe that it or any Financing Source will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it contained or that the full amount of the Debt Financing contemplated by the Debt Commitment Letter will not be available on the Closing Date. The only conditions precedent or other contingencies related to the funding of the Debt Financing contemplated by the Debt Commitment Letter on the Closing Date that will be included in the related Debt Financing Documents shall be the conditions set forth in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid Commitment Letter as in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of effect on the date of this Agreement. Notwithstanding anything to the contrary, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions Debt Financing is not a condition precedent to be made to Parent or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationAgreement.

Debt Financing. Parent has delivered to the Company a true, correct and complete copies copy of the fully executed commitment letter(sletter, dated the date hereof, executed and delivered by Parent, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, Bank of America, N.A., and BofA Securities, Inc., together with all annexes, exhibits, schedules and attachments thereto, in each case, as amended or otherwise modified only to the extent expressly permitted by this Agreement, and all fee letters associated therewith (the “Fee Letters”) (as with, in the same may be amendedcase of the Fee Letters, certain economic pricing terms redacted (none of which redacted provisions will adversely affect the availability of, or impose conditions on, the availability of the Debt Financing at the Closing) (collectively, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant ) to which the lender parties thereto have agreedprovide to Parent, subject to the terms and conditions thereoftherein, the Debt Financing. As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified and the respective obligations and commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement, no amendment, restatement, withdrawal, termination or other modification of the Commitment Letter is contemplated (except for any modifications or adjustments within the limits of the “market flex” provisions set forth in the Fee Letter). As of the date of this Agreement, the Debt Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent, and, to provide the Knowledge of Parent, the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity. Parent has fully paid any and all commitment fees and other fees in connection with the Debt Commitment Letter that are payable on or cause prior to the date of this Agreement. The net cash proceeds of the Debt Financing contemplated by the Debt Commitment Letter will, when added to the portion of the Debt Financing that is available, cash and cash equivalents and equity issuances (prior to the Closing Date) of Parent, Holdco, Rooster Merger Sub, Parent Merger Sub and their respective Subsidiaries, be sufficient (a) to consummate the Mergers upon the terms contemplated by this Agreement and to pay all related Expenses associated therewith and (b) to fully satisfy all of the outstanding indebtedness of the Company or any of its Subsidiaries to the extent required to be provided repaid in connection with the debt amounts set forth therein consummation of the Mergers and the other transactions contemplated hereby (the aggregate amount described in this sentence is referred to as the “Debt FinancingRequired Amount”). As of the date of this Agreement, except as permitted by this Agreement, none Parent has no reason to believe that any of the conditions precedent to closing of the Debt Financing Commitments has been amended will not be satisfied, or modified, and the respective commitments contained in that the Debt Financing Commitments have will not been withdrawn be made available to Parent, in each case, at or rescindedprior to the Closing. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default, event of default or breach on the part of Parent under any term or condition of the Debt Commitment Letter or that would permit the financial institutions party thereto to terminate, or to not fund the Debt Financing Commitments are at or prior to the Closing upon satisfaction of all conditions thereto set forth in, the Debt Commitment Letter. Except as set forth in full force and effect. There the Debt Commitment Letter, there are no (a) conditions precedent to the funding respective obligations of the lenders specified in the Debt Commitment Letter to fund the full amount of the Debt FinancingFinancing at or prior to the Closing; or (b) contractual contingencies under any agreements, other than as set forth side letters or arrangements relating to the Debt Financing to which any of Parent, Holdco, Rooster Merger Sub, Parent Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter to reduce the total amount of the Debt Financing, or that would materially and adversely affect the availability to Parent of the Debt Financing Commitments, if obtained, together with at or prior to the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationClosing.

Debt Financing. Parent has delivered FinanceCo has, as of the date of this Agreement, committed financing in the aggregate amount of $2,650,000,000 (the “Committed Debt Financing”) pursuant to one or more executed commitment letters (the “Commitment Letter”), and one or more executed fee letters, in each case dated on or prior to the Company truedate of this Agreement, correct among one or more substantially wholly-owned Affiliates controlled by Ardagh (the “AMPSA Financing Parties”) and complete the debt financing sources parties thereto (the “Commitment Debt Financing Sources”), copies of executed commitment which have been provided to GHV, together with the related fee letter(s) (as the same may be amended, the “Commitment Financing Documents”). All conditions precedent to the funding of the Committed Debt Financing Commitments(the “Commitment Conditions Precedent”), as ) are set forth in Section 4.5 of the Parent Disclosure Letter, pursuant Commitment Financing Documents delivered to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”)GHV. As of the date of this Agreement, except (a) there are no conditions precedent related to the funding of the full amount of the Committed Debt Financing other than the Commitment Conditions Precedent expressly set forth in the Commitment Financing Documents delivered to GHV, and (b) there are no, and there are not contemplated to be any, agreements, side letters or arrangements relating to the Committed Debt Financing that would affect the availability or conditionality of the Committed Debt Financing other than the Commitment Financing Documents delivered to GHV. None of the Commitment Financing Documents have been amended, restated or otherwise modified or waived as permitted by of the date of this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments therein have not been withdrawn withdrawn, rescinded, amended, restated or rescindedotherwise modified in any respect as of the date of this Agreement. As of the date of this Agreement, each of the Debt Commitment Financing Commitments are Documents is in full force and effect. There are no conditions precedent effect and constitutes the legal, valid and binding obligations of the applicable AMPSA Financing Parties (subject to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this AgreementEnforceability Exceptions), and to pay all related fees and expenses associated therewiththe Knowledge of Ardagh, including payment each of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitmentsother parties thereto, and Parent will pay when due all enforceable against the AMPSA Financing Parties, and, to the Knowledge of Ardagh, each of the other commitment fees arising under the Debt Financing Commitments as and when they become payableparties thereto, in accordance with its terms. As of the date of this Agreement, Parent and Merger Sub no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or prevent any of the Commitment Conditions Precedent from being satisfied, in each case on the part of the AMPSA Financing Parties, or, to the Knowledge of Ardagh, any other parties thereto, under the Commitment Financing Documents. As of the date of this Agreement, Ardagh does not have no contractsany reason to believe that any of the Commitment Conditions Precedent will not be satisfied, arrangements or understandings with that the Debt Financing (or any Person concerning the contributions portion thereof) will be delayed or otherwise not be available to be made funded to Parent the applicable AMPSA Financing Parties. Ardagh has fully paid, or Merger Sub caused to be fully paid, all commitment fees and other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the transactions contemplated by this Agreement other than as set forth in the Committed Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. Parent has delivered (a) Section 5.12 of the MCC Disclosure Letter sets forth a complete and accurate copy of the executed amendment to the Company trueMCC Credit Agreement, correct with all related schedules, exhibits and complete copies of executed commitment letter(s) annexes attached thereto (as the same may be amendedcollectively, the “Debt Financing CommitmentsMCC Credit Agreement Amendment”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreed, subject committed to lend the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein to MCC (or to the Company or a Company Subsidiary) for the purpose of financing the amounts payable by MCC and its Subsidiaries under Article II and Article III hereof, the extension of the maturity date of existing Indebtedness of MCC under the MCC Credit Agreement and the repayment or refinancing of certain outstanding Indebtedness of the Company and the Company Subsidiaries in an aggregate principal amount of not less than $500,000,000, which aggregate principal amount consists of $187,500,000 originally made available under the MCC Credit Agreement plus an additional amount of not less than $312,500,000 (collectively, the “Debt Financing”). As of the date of this Agreement, except Except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained set forth in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this AgreementMCC Credit Agreement Amendment, the Debt Financing Commitments are in full force and effect. There there are no conditions precedent to the funding respective obligations of the full Lenders to fund the Debt Financing. Other than the MCC Credit Agreement Amendment, there are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing or that would otherwise affect the availability of the Debt Financing. Each of the MCC Credit Agreement and the MCC Credit Agreement Amendment has been duly executed and delivered by, and is a legal, valid and binding obligation of MCC and its Affiliates that are parties thereto, and to the Knowledge of MCC, all other than parties thereto, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar laws in effect which affect the enforcement of creditors’ rights generally or equitable principles or remedies (whether considered at law or equity). The MCC Credit Agreement is in full force and effect and upon satisfaction of the conditions set forth in Sections 2(b)(2), 2(b)(3) and 2(b)(4) of the MCC Credit Agreement Amendment, the MCC Credit Agreement Amendment will be in full force and effect, and neither the MCC Credit Agreement nor the MCC Credit Agreement Amendment has been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by Section 6.10. All commitment and other fees required to be paid under the MCC Credit Agreement or the MCC Credit Agreement Amendment on or prior to the date hereof have been paid and, as of the date hereof, to the Knowledge of MCC, there is no fact or occurrence existing that would make any of the statements (including any representations or warranties) set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by MCC Credit Agreement or the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this AgreementMCC Credit Agreement Amendment inaccurate. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, MCC nor any contracts or non-binding arrangements or understandings with of its Affiliates nor, to the Knowledge of MCC, any Person concerning other party to the ownership and operation of Parent, Merger Sub MCC Credit Agreement or the Surviving CorporationMCC Credit Agreement Amendment, is in material breach or violation of, or material default under, the MCC Credit Agreement or the MCC Credit Agreement Amendment.

Debt Financing. (a) Parent has delivered and HGV Borrower shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Committed Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to on the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained described in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewithCommitment Letter, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to using reasonable best efforts to, as promptly as possible, (a) satisfy on a timely basis all conditions applicable to HGV Borrower, (b) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any term related flex provisions) or condition on other terms that would not reasonably be expected to be satisfied by it contained materially delay (taking into account the expected timing of the Marketing Period) or adversely affect the ability of HGV Borrower, from a conditionality and enforceability perspective, to consummate the transactions contemplated hereby and (c) consummate the Committed Debt Financing at or prior to the Closing. Parent shall give the Seller Representative prompt notice (and in any event no later than three (3) Business Days following) (i) of any actual breach or default under the Debt Commitment Letter of which Parent or HGV Borrower becomes aware and (ii) of any termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter. Parent shall keep the Company and the Seller Representative informed on a reasonably current basis in reasonable detail of the status of Parent’s efforts to arrange the Committed Debt Financing or Alternative Financing and provide to the Company executed copies of the definitive documents related to the Committed Debt Financing or Alternative Financing. If any portion of the Committed Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall use reasonable best efforts to obtain alternative financing, including from alternative sources on Commercially Reasonable Terms (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 6.17(a) shall be applicable to the Alternative Financing Commitmentsand such Alternative Financing shall not impose any new or additional condition or otherwise expand any condition to draw and other terms that would reasonably be expected to affect the availability thereof at the Closing. Parent has fully paid any and HGV Borrower shall (1) comply in all commitment fees that have been incurred and are due to be paid in connection material respects with the Debt Financing CommitmentsCommitment Letter and each definitive agreement with respect thereto (collectively, and Parent will pay when due all other commitment fees arising under with the Debt Financing Commitments as and when they become payable. As of Commitment Letter, the date of this Agreement“Debt Documents”), Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.(2) upon

Debt Financing. Parent (a) The Company has delivered to the Company Acquiror a true, complete and correct and complete copies copy of the executed commitment letter(s) letter, dated as of August 16, 2021 (including all exhibits, schedules and annexes thereto, and as amended, restated, supplemented, modified, assigned, waived or replaced from time to time after the same may be amendeddate hereof in compliance with Section 8.5, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of from Barclays Bank PLC, Xxxxxxx Xxxxx Bank USA, BofA Securities, Inc., Credit Suisse AG, Credit Suisse Loan Funding LLC, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. (collectively, the Parent Disclosure Letter“Lenders”), pursuant to which the lender parties thereto Lenders have agreedcommitted, subject to the terms and conditions thereofset forth therein, to provide or cause to be provided Syniverse Holdings, Inc. (the “Company Debt Financing Subsidiary”) debt financing in the amounts set forth therein (the “Debt Financing”). As of the date of this Agreementhereof, except as permitted by this Agreement, none of the Debt Financing Commitments Commitment Letter has not been amended or modified, and the respective commitments contained therein have not been terminated, reduced, rescinded or withdrawn, and no such termination, reduction, rescission or withdrawal thereof is contemplated by the Company Debt Financing Subsidiary or, to the Knowledge of the Company, any other party thereto; provided that the existence or exercise of “market flex” provisions contained in the fee letter referenced in the Debt Financing Commitments have Commitment Letter (the “Fee Letter”), a redacted copy of which the Company has delivered to the Acquiror, shall not been withdrawn constitute an amendment, restatement, supplement, modification, assignment, waiver or rescindedreplacement of the Debt Commitment Letter. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of this Agreementthe Company Debt Financing Subsidiary and, to the Knowledge of the Company, the other parties thereto, in each case, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally. As of the date hereof, there are no written agreements, side letters, understandings, contracts or arrangements of any kind relating to the Debt Financing (other than the Debt Commitment Letter and the Fee Letter) among the parties thereto. As of the date hereof, the Debt Financing Commitments are in full force and effect. There are is subject to no conditions precedent to the funding of the full amount of the Debt Financingor other contractual contingencies, other than as those expressly set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter and the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableFee Letter. As of the date hereof, to the Knowledge of this Agreementthe Company, Parent and Merger Sub have no contractsevent has occurred which, arrangements with or understandings with any Person concerning without notice, lapse of time or both, would reasonably be expected to constitute a default or breach by the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Company Debt Financing Commitments, nor Subsidiary or any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.other party thereto under the

Debt Financing. Parent Buyer has delivered to provided the Company true, correct with accurate and complete copies of the executed debt commitment letter(s) letter, dated as of the date hereof (such letter, together with all annexes and exhibits attached thereto and the executed fee letter, dated as of the same date hereof, as amended, modified, waived, supplemented, extended or replaced in accordance with the terms therein (which may be amendedredacted in respect of numeric fee amounts and "market flex" provisions specified therein), the “"Debt Commitment Letter") from the Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, Sources pursuant to which the lender parties thereto Debt Financing Sources have agreed, subject to the terms and conditions thereofset forth therein, to provide or cause to be provided lend the debt amounts set forth therein (for the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount purposes of the Debt Financing. Buyer will have available, other than as set forth and currently has written financing commitments in the Debt Financing Commitments. The aggregate proceeds contemplated by form of the Debt Financing CommitmentsCommitment Letter with respect to, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub funds to consummate the Merger upon Transactions, including the terms contemplated by this Agreement, payment of the Transaction Consideration and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied payable by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent Buyer or Merger Sub in connection with the transactions contemplated Transactions. Notwithstanding the foregoing, Buyer expressly acknowledges and agrees that its obligation to consummate the Transactions is not subject to any condition or contingency with respect to any financing or funding by this Agreement any third party. The Debt Commitment Letter has not been amended or modified as of the date hereof, and, as of the date hereof, other than amendments or modifications solely to add lenders, lead arrangers, bookrunners, syndication agents and similar entities, no such amendment or modification is contemplated. As of the date hereof, the Debt Commitment Letter (a) is in full force and effect and not subject to any conditions other than as set forth expressly therein and (b) constitutes the legal, valid, binding and enforceable obligation of Buyer, and to the knowledge of Buyer, each of the other parties thereto, in each case, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date hereof, (i) no event has occurred which, with notice or lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, the other parties thereto under the Debt Commitment Letter and, to the knowledge of Buyer, the respective commitments contained therein have not been withdrawn or rescinded in any respect and (ii) there are no conditions precedent or other contingencies relating to the funding of the Debt Financing Commitmentscovered thereby contemplated to be funded on the Closing Date, nor except as stated therein. All fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in full. As of the date hereof, assuming the satisfaction of the conditions contained in ARTICLE IX and ARTICLE X, Buyer has no reason to believe that any contracts of the conditions to the Debt Financing will not be satisfied or non-binding arrangements or understandings with any Person concerning that the ownership and operation full amount of Parent, Merger Sub or the Surviving CorporationDebt Financing contemplated by the Debt Commitment Letter to be funded on the Closing Date will not be made available to Buyer on the Closing Date.

Debt Financing. Each of Parent has delivered and Merger Sub affirms that it is not a condition to the Company trueClosing or to any of its other obligations under this Agreement that Parent or Merger Sub obtain financing under the Debt Commitment Letter. As of the Agreement Date, correct and complete copies of HGV Borrower has received an executed debt commitment letter(s) letter dated March 10, 2021 (as the same may be amended, the “Debt Commitment Letter”) together with the related fee letter executed in connection therewith from the Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure LetterSources, pursuant to which the lender parties thereto Debt Financing Sources have agreedcommitted, subject to the terms and conditions thereofset forth therein, to provide to HGV Borrower the amount of financing set forth in the Debt Commitment Letter, to complete the transactions contemplated by this Agreement. A true and complete copy of the Debt Commitment Letter, including all exhibits, schedules or cause amendments thereto, has been previously provided to the Company. Parent or HGV Borrower has fully paid any and all commitment fees or other fees required by such Debt Commitment Letter to be provided paid on or before the debt amounts set forth therein (the “Debt Financing”)date hereof. As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this AgreementAgreement Date, the Debt Financing Commitments are Commitment Letter is valid and in full force and effect, constitutes the legally valid and binding obligations of HGV Borrower and, to the Knowledge of Parent and HGV Borrower, the other parties thereto, subject to applicable Equitable Principles and no event has occurred which would reasonably be expected to constitute a breach thereunder on the part of HGV Borrower, or to the Knowledge of Parent and HGV Borrower, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of amounts contemplated by the debt financing arrangements contemplated by the Debt Commitment Letter (including pursuant to any “market flex” provisions in any fee letter thereto) (the “Committed Debt Financing”), other than as set forth in the Debt Financing CommitmentsCommitment Letter. The aggregate proceeds contemplated by Debt Commitment Letter has not been amended or modified prior to the Debt Financing Commitmentsdate hereof, if obtainedand, together with the available cash as of the Companydate hereof, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it commitments contained in the Debt Financing CommitmentsCommitment Letter have not been withdrawn, terminated, rescinded, amended, restated, or modified in any respect (and, no such withdrawal, termination, rescission, amendment, restatement, or modification is contemplated as of the date hereof, except with respect to any “flex terms” contained in that certain fee letter of even date herewith and related to the Debt Commitment Letter and except for the addition as parties to the Debt Commitment Letter of lenders, lead arrangers, bookrunners, agents, managers or similar entities who have not executed the Debt Commitment Letter as of the date hereof). As of the Agreement Date, except for the Debt Commitment Letter and customary engagement and fee letters, there are no other agreements, side letters or arrangements to which Parent has fully paid or HGV Borrower is a party in respect of, that modify the terms of, or that could affect the availability or amount of the Committed Debt Financing. As of the Agreement Date, Parent will, directly or indirectly, continue to pay (or cause HGV Borrower to pay) in full any and all commitment fees that have been incurred and are due or other fees required to be paid in connection with pursuant to the terms relating to the Committed Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payabledue and payable prior to the Closing Date. As of the date of this AgreementAgreement Date, Parent and Merger Sub HGV Borrower have no contracts, arrangements or understandings with reason to believe that any Person concerning of the contributions conditions to the Committed Debt Financing applicable to HGV Borrower would not reasonably be expected to be made to Parent satisfied in full or Merger Sub in connection with that the transactions contemplated by this Agreement other than as set forth in full amount of the Committed Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning would not reasonably be expected to be available to HGV Borrower on the ownership and operation of Parent, Merger Sub or the Surviving CorporationClosing Date.

Debt Financing. Parent (a) The Buyer has delivered to the Company true, correct Seller a true and complete copies copy of a fully executed commitment letter(s) letter (as amended, amended and restated, supplemented or otherwise modified with the same may be amendedprior written consent of the Seller or as permitted or required by Section 6.8, including with respect to any Alternate Financing, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of ) from the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, Lenders to provide or cause to be provided the Buyer with the debt amounts financing set forth therein (the “Debt Financing”) and the fee letter between the Buyer and the Lenders (the “Fee Letter”), which Fee Letter may be redacted in a manner reasonably satisfactory to the Lenders. As of the date of this Agreement, except as permitted by this Agreement, none The proceeds of the Debt Financing Commitments has been amended will be used to pay the Final Purchase Price and the fees and expenses of the Buyer relating to the transactions contemplated by the Transaction Documents. The Debt Commitment Letter in the form so provided is in full force and effect as of the date hereof and is a valid, legal, binding and enforceable obligation of the Buyer, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or modifiedsimilar Laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought at law or in equity), and to the respective Knowledge of the Buyer, the other parties thereto. In addition, (i) the Debt Commitment Letter has not been amended, restated or otherwise modified or waived except, in each case, with the prior written consent of the Seller or as permitted or required by Section 6.8, (ii) the financing commitments contained in the Debt Financing Commitments Commitment Letter have not been withdrawn or rescinded. As terminated and no such withdrawal or termination is contemplated by the Buyer or any of its Affiliates or, to the Knowledge of the Buyer as of the date hereof, any other party thereto, (iii) as of this Agreementthe date hereof, there are no side letters or written understandings to which Buyer or any of its Affiliates is party that interpret the Debt Commitment Letter or contain or impose additional obligations or conditions upon the Buyer or any of its Affiliates, that would affect the availability of the Debt Financing Commitments are in full force and effect. There are no conditions precedent to accordance with the funding of the full amount terms of the Debt FinancingCommitment Letter and (iv) as of the date hereof, other than as none of the Buyer or its Affiliates is in breach of any of the terms or conditions set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter and, subject to the Debt Financing Commitments, if obtained, together with the available cash accuracy of the Companyrepresentations and warranties of the Seller set forth in Article 4, Parent and Merger Sub no event has occurred that, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or default on the Closing Datepart of the Buyer or any of its Affiliates or, will be sufficient for Parent and Merger Sub to consummate the Merger upon Knowledge of the terms contemplated by this AgreementBuyer, and to pay all related fees and expenses associated therewith, including payment of all amounts any other party thereto under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in of the Debt Financing CommitmentsCommitment Letter. Parent The Buyer has fully paid any and all commitment fees that have been incurred and are due to be paid other fees in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under Commitment Letter that are payable in accordance with the terms of the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationCommitment Letter.

Debt Financing. (a) Parent has delivered shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms (including any “market flex” provisions) and subject only to the Company trueconditions set forth in the Debt Commitment Letter as promptly as practicable, correct including to (i) maintain in effect and complete copies of executed commitment letter(s) (as comply with the same may be amended, Debt Commitment Letter and the “definitive agreements relating to the Debt Financing Commitments”)that are under control of Parent or any of its Subsidiaries, (ii) negotiate and enter into definitive agreements relating to the Debt Financing on the terms (including any “market flex” provisions) and subject only to the conditions contained in the Debt Commitment Letter, so that such agreements are in effect as promptly as practicable but in any event no later than the Closing Date, (iii) ensure the accuracy of all representations and warranties of Parent, Acquisition Sub and their respective Subsidiaries set forth in the Debt Commitment Letter and definitive agreements relating to the Debt Financing, (iv) comply with the covenants and agreements of Parent, Acquisition Sub and their respective Subsidiaries set forth in the Debt Commitment Letter and the definitive agreements relating to the Debt Financing that are under control of Parent or any of its Subsidiaries, (v) satisfy or obtain a waiver of, and cause Acquisition Sub and its other Subsidiaries to satisfy or obtain a waiver of, on a timely basis all terms and conditions set forth in the Debt Commitment Letter and the definitive agreements relating to the Debt Financing applicable to Parent, Acquisition Sub and their respective Subsidiaries, (vi) upon satisfaction or waiver of such conditions and the other conditions set forth in Section 4.5 of 7.1 and Section 7.2 (other than those conditions that by their nature cannot be satisfied until the Parent Disclosure LetterClosing) consummate the Debt Financing, pursuant and to which cause the lender parties thereto have agreedlenders and the other Persons providing the Debt Financing to provide the Debt Financing, subject in each case, at or prior to the terms Closing (and conditions thereofin any event prior to the Termination Date), to provide (vii) pay, or cause to be provided paid, any and all commitment fees or other fees required by the debt amounts set forth therein Debt Commitment Letter or fee letters to be paid on or before the Closing and (viii) enforce its rights under the “Debt Commitment Letter and the definitive agreements relating to the Debt Financing”). As Parent will provide to the Company copies of the date of this Agreement, except as permitted by this Agreement, none of all documents relating to the Debt Financing Commitments has been amended or modifiedand keep the Company informed of material developments in respect of the financing process relating thereto on a current basis, and including providing the respective commitments contained Company with prompt written notice (and, in any event, within twenty-four (24) hours) after the occurrence of any of the following: (i) of any termination of (A) the Debt Financing Commitments have not been withdrawn Commitment Letter, or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent (B) any definitive agreement relating to the funding of the full amount all or any portion of the Debt Financing, other than as set forth (ii) any actual or threatened material breach, default, termination or repudiation (or, to the Knowledge of Parent, any event or circumstance that, with or without notice, lapse of time or both, could result in any such breach, default, termination or repudiation) of any provision of the Debt Commitment Letter or any definitive agreement relating to all or any portion of the Debt Financing Commitments. The aggregate proceeds by any party thereto or any event or circumstance that makes a condition precedent to the Debt Financing unable or unlikely to be satisfied, in each case, of which Parent becomes aware or any termination of the Debt Commitment Letter or any definitive agreement relating to all of any portion of the Debt Financing, (iii) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter or (iv) the receipt by any of Parent or any of its Affiliates or any of their respective Representatives of any written notice or communication from any Person with respect to any material breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive agreement relating to all or any portion of the Debt Financing Commitmentsor any provision of the financing contemplated pursuant to the Debt Commitment Letter or any such definitive agreement (including any proposal by any lender to withdraw, if obtainedterminate or reduce the amount of financing contemplated by the Debt Commitment Letter, together with materially delay the available cash timing of financing contemplated by the Debt Commitment Letter or fund under terms that are materially different from those set forth in Debt Commitment Letter). Parent will not, and will not permit any of its Affiliates to, without the prior written consent of the Company, Parent and Merger Sub on the Closing Datetake any action or enter into any transaction that could reasonably be expected to impair, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment delay or prevent consummation of all amounts under Article II or any portion of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. Parent has delivered to (a) In connection with the SPAC Transaction, the Company trueshall use reasonable best efforts to obtain, correct and complete copies of executed commitment letter(s) concurrently with the entry into the other SPAC Definitive Agreements, debt financing commitments (as the same may be amendedsuch commitments, the “SPAC Transaction Debt Financing Commitments”), as set forth in Section 4.5 the proceeds of which will be used to (x) refinance a portion of the Parent Disclosure Letteroutstanding indebtedness of the Company and its Subsidiaries under the Credit Facilities in an amount necessary to achieve the applicable ratio as described below, pursuant (y) pay fees, closing payments and expenses related to which the lender parties thereto have agreedSPAC Transaction and the financing contemplated by the SPAC Transaction Debt Financing Commitments and (z) fund the working capital requirements and other general corporate purposes (including acquisitions and investments) of the Company and its Subsidiaries (the “SPAC Transaction Refinancing”). The terms of the SPAC Transaction Refinancing shall (i) be consistent with then-existing market terms for debt commitments for companies in a similar business to the Company and its Subsidiaries and with substantially similar credit ratings to the Company and its Subsidiaries on a pro forma basis after giving effect to the SPAC Transaction (including the SPAC Transaction Refinancing), subject (ii) provide for debt financing in an aggregate amount such that the Consolidated Total Debt Ratio of the borrower and its restricted subsidiaries under the SPAC Transaction Refinancing on a Pro Forma Basis (as defined in the First Lien Credit Agreement) after giving effect to the SPAC Transaction (including the SPAC Transaction Refinancing and the PIPE Financing) is equal to or less than [*] times and (iii) be acceptable to the Company, Carlyle and Investor; provided that Investor shall not unreasonably withhold, delay or condition its consent to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of SPAC Transaction Refinancing. In connection with the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this AgreementSPAC Transaction, the Debt Financing Commitments are in full force and effect. There are no conditions precedent Company shall use its reasonable best efforts to consummate on or prior to the funding of Closing Date the full amount of SPAC Transaction Refinancing on terms no less favorable to the Debt Financing, other Company than as those set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the SPAC Transaction Debt Financing Commitments, if obtained, together with the available cash of except as agreed by the Company, Parent Carlyle and Merger Sub on the Closing DateInvestor; provided that Investor shall not unreasonably withhold, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term delay or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationits consent.

Debt Financing. Subsidiaries of Parent has delivered have received (i) the commitment letter, dated April 16, 2019 (the "Smart Foodservice Debt Commitment Letter") from prospective arrangers and lenders (the "Smart Foodservice Lender Parties") to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreedprovide, subject to the satisfaction (or waiver by the Smart Foodservice Lender Parties) in all material respects of the conditions set forth therein, to Sage Borrowco, LLC ("Smart Foodservice Borrower"), a senior secured term loan facility in an aggregate principal amount of $380 million (the "Smart Foodservice Term Facility") (the proceeds of which are expected to be used to consummate the Offer and the Merger and related transactions) and a senior secured revolving credit facility with an aggregate commitment of $50 million (the "Smart Foodservice Revolving Facility" and, together with the Smart Foodservice Term Facility, the "Smart Foodservice Credit Facilities") (the proceeds of which may be used by Smart Foodservice for general corporate purposes, including a capped amount that may be used to consummate the Offer and the Merger and related transactions), (ii) the debt commitment letter, dated April 16, 2019 (the "Smart & Final Term Debt Commitment Letter") from prospective arrangers and lenders the ("Smart & Final Term Lender Parties") to provide, subject to the satisfaction (or waiver by the Smart & Final Term Lender Parties) in all material respects of the conditions set forth therein, to Saffron Borrowco, LLC (the "Smart & Final Borrower"), a senior secured term loan facility in an aggregate principal amount of $430 million (the "Smart & Final Term Facility") (the proceeds of which are expected to be used to consummate the Offer and the Merger and related transactions) and (iii) the debt commitment letter, dated April 16, 2019 (the "Smart & Final ABL Debt Commitment Letter," and, together with the Smart & Final Term Debt Commitment Letter, the "Smart & Final Debt Commitment Letters," and the Smart & Final Debt Commitment Letters, together with the Smart Foodservice Debt Commitment Letter, the "Debt Commitment Letters") from prospective arrangers and lenders the ("Smart & Final ABL Lender Parties" and, together with the Smart & Final Term Lender Parties, the "Smart & Final Lender Parties" and the Smart & Final Lender Parties, together with the Smart Foodservice Lender Parties, the "Lender Parties") to provide, subject to the satisfaction (or waiver by the Smart & Final ABL Lender Parties) in all material respects of the conditions set forth therein, to the Smart & Final Borrower, an asset-based revolving credit facility with an aggregate commitment of $175 million (the "Smart & Final ABL Facility" and, together with the Smart & Final Term Facility, the "Smart & Final Credit Facilities" and the Smart & Final Credit Facilities, together with the Smart Foodservice Credit Facilities, the "Debt Financing") (the proceeds of which may be used by Smart Foodservice for general corporate purposes, including a capped amount that may be used to consummate the Offer and the Merger and related transactions), in each case, for the purpose of financing the Offer and the Merger, refinancing certain of Smart & Final's existing indebtedness, paying fees and expenses incurred in connection with the Offer and the Merger and the transactions contemplated thereby and for providing ongoing working capital and for other general corporate purposes of Smart Foodservice Borrower and its subsidiaries or the Smart & Final Borrower and its subsidiaries, as applicable. In the event that (a) the Closing Date does not occur on or before the End Date, as such date may be extended in accordance with the terms of the Merger Agreement (but in no event later than November 8, 2019), (b) the Merger Agreement is terminated in accordance with its terms without the consummation of the Merger having occurred or (c) the Merger is consummated without the use of the applicable Debt Financing, then the applicable Debt Commitment Letters and the commitment of the applicable Lender Parties with respect to the applicable Debt Financing will automatically terminate, unless the applicable Lender Parties, in their discretion, agree to an extension. The documentation governing the Debt Financing has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this document. Each of Parent, the Smart Foodservice Holdings (as defined below) and the Smart & Final Holdings (as defined below) has agreed to use its commercially reasonable efforts to consummate the Debt Financing on the terms and conditions thereofdescribed in each Debt Commitment Letter. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Smart Foodservice Debt Commitment Letter or either Smart & Final Debt Commitment Letter, Parent, the Smart Foodservice Holdings and the Smart & Final Holdings, as applicable, will use their commercially reasonable efforts to provide arrange and obtain alternative financing from alternative sources in an amount sufficient to fund the Required Amount with terms and conditions (including any applicable market "flex" provisions) not less favorable to Parent (or cause to be provided its affiliates) than the debt amounts terms and conditions set forth therein (in the “Smart Foodservice Debt Financing”)Commitment Letter, the Smart & Final Term Debt Commitment Letter or the Smart & Final ABL Debt Commitment Letter, as applicable. Although the Debt Financing described in this document is not subject to a due diligence or "market out" condition, such financing may not be considered assured. As of the date of this Agreementhereof, except as permitted by this Agreement, none of no alternative financing arrangements or alternative financing plans have been made in the event the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have described herein is not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effectavailable. There are is no conditions precedent financing condition to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationOffer.

Debt Financing. Parent has delivered to Buyer and MergerSub have furnished the Company with true, correct and complete copies of the executed commitment letter(sFinancing Commitment Letter, dated as of the date hereof, among Xxxxx, Inc., Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and Xxxxxxx Xxxxx Bank USA, and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) (as agreed to by the same parties may be amendedredacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the “availability of the Debt Financing Commitments”), as set forth in Section 4.5 of at the Parent Disclosure Letter, pursuant Closing to which the lender parties thereto have agreedprovide, subject to the terms and conditions thereoftherein, to provide or cause to be provided debt financing in the debt amounts aggregate amount set forth therein (for the “Debt Financing”purpose of funding the Contemplated Transactions). As of The Financing Commitment Letter has not been amended, supplemented or modified, and no provision thereof has been waived, prior to the date of this Agreementhereof, except as permitted by this Agreementno such amendment, none of the Debt Financing Commitments has been amended restatement, supplement, modification or modifiedwaiver is contemplated or pending, and the respective commitments contained in the Debt Financing Commitments Commitment Letter have not been withdrawn withdrawn, terminated or rescindedrescinded in any respect, and no such withdrawal, termination or rescission is contemplated. As There are no side letters or other Contractual Obligations or arrangements related to the Debt Financing other than as expressly set forth in the Financing Commitment Letter furnished to the Company pursuant to this Section 4.09. Assuming the conditions set forth in Section 8.01 and Section 8.02 are satisfied at Closing, the aggregate proceeds contemplated to be provided under the Financing Commitment Letter will be sufficient when funded for Buyer and the Surviving Corporation to pay and satisfy in full (w) the obligations pursuant to this Agreement to pay the Aggregate Closing Merger Consideration and all amounts payable at Closing and following the Closing pursuant to Article 2, (x) the Closing Debt Amount to be repaid, redeemed or refinanced at the Closing, (y) all fees and expenses of Buyer, MergerSub and their respective Affiliates, including in connection with the date Contemplated Transactions and (z) all other obligations of Buyer and MergerSub under this Agreement, including Transaction Expenses paid at the Debt Closing. The Financing Commitments are Commitment Letter is not subject to any conditions or other similar contingencies other than as expressly set forth therein, and is in full force and effect. There are no conditions precedent effect and is the legal, valid, binding and enforceable obligation of Xxxxx, Inc. and each of the other parties thereto, as the case may be, except that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting or relating to the funding enforcement of creditors’ rights generally and is subject to general principles of equity, whether considered in a proceeding at law, in equity, in contract, in tort or otherwise. All commitments and other fees required to be paid under the Financing Commitment Letter prior to the date hereof have been paid in full, and Buyer is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Financing Commitment Letter inaccurate or that would reasonably be expected to cause the Financing Commitment Letter to be ineffective. Assuming the conditions set forth in Section 8.01 and Section 8.02 are satisfied at Closing, Buyer has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the will not be available cash of the Company, Parent to Buyer and Merger Sub MergerSub on the Closing Date, will and Buyer is not aware of the existence of any fact or event as of the date hereof that would be sufficient for Parent and Merger Sub expected to consummate cause such conditions to the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition Debt Financing not to be satisfied by it contained in or the full amount of the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due not to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationavailable.

Debt Financing. Parent As of the date of this Agreement, Acquiror has delivered received and accepted (x) an executed debt commitment letter, dated as of the date of this Agreement (the “ABL Commitment Letter”), and an executed fee letter, dated as of the date of this Agreement, from Bank of America, N.A., Bank of Montreal and ING Capital LLC, and (y) an executed debt commitment letter, dated as of the date of this Agreement (the “Second Lien Commitment Letter”), and an executed fee letter, dated as of the date of this Agreement, from Solus Alternative Asset Management LP (the lenders referenced in clauses (x) and (y) are collectively referred to the Company true, correct and complete copies of executed commitment letter(s) (herein as the same may be amended, “Lenders” and the letters referenced in clauses (x) and (y) are collectively referred to herein as the “Debt Financing CommitmentsCommitment Letters”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreedcommitted to provide debt financing in the amounts set forth in the applicable Debt Commitment Letter (the “Debt Financing”), subject to the terms and conditions thereofset forth in the applicable Debt Commitment Letter. A true, correct and complete copy of each of the Debt Commitment Letters in effect as of the date of this Agreement has been provided to provide the Companies and the Holder Representatives. Acquiror has fully paid any and all commitment fees or cause other fees required by the Debt Commitment Letters to be provided paid on or before the debt amounts set forth therein (the “Debt Financing”)date of this Agreement. As of the date of this Agreement, except (i) each Debt Commitment Letter (A) is in full force and effect without amendment or modification, (B) is the valid, binding and enforceable obligation of Acquiror (or its applicable Affiliate) and, to the Knowledge of Acquiror, each other party thereto (except, in any case, as permitted may be limited by this Agreementapplicable bankruptcy, none insolvency, reorganization or similar Laws affecting creditors’ rights generally and by principles of equity) and (C) has not been withdrawn, terminated or rescinded in any respect, (ii) the Debt Commitment Letters constitute all of the Contracts and arrangements entered into between each of the Lenders and their Affiliates, on the one hand, and Acquiror and its Affiliates, on the other hand, involving the availability of the funding in full of the Debt Financing Commitments has been amended or modifiedas contemplated by the Debt Commitment Letters, and the respective commitments contained in other than customary engagement letters with respect to the Debt Financing Commitments that have not been withdrawn made available to Panavision and the Panavision Holder Representative prior to the date hereof, and (iii) no event has occurred that (with or rescinded. As without notice, lapse of time or both) would reasonably be expected to constitute a breach on the part of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub under any Debt Commitment Letter (assuming the accuracy of the date representations and warranties and undertakings of Panavision, SIM and the SIM Sellers in this Agreement, the Debt Financing Commitments are in full force and effectAgreement for such purposes). There are no conditions precedent or other contingencies related to the funding of the in full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableCommitment Letters. As of the date of this Agreement, Parent and Merger none of Acquiror, Panavision Acquisition Sub have no contracts, arrangements or understandings with SIM Acquisition Sub has any Person concerning reason to believe that any of the contributions conditions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts would not reasonably be expected to be satisfied or non-binding arrangements or understandings with any Person concerning that the ownership and operation of Parent, Merger Sub or Debt Financing would not reasonably be expected to be available in full on the Surviving CorporationClosing Date when required pursuant to this Agreement.

Debt Financing. If Parent has delivered elects to pursue the Debt Financing, Parent shall provide the Company with fully executed copies of any related engagement, commitment or fee letter for the Debt Financing (in each case subject to customary redactions for “flex” provisions, fees and other economic amounts) promptly following their execution and in any event not later than 45 days following the earlier of (a) the later of (x) the date that any Outlet Purchase Agreement shall have been executed prior to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 expiration of the Sale Period and (y) in the event an Outlet Purchase Agreement shall have been executed prior to the expiration of the Sale Period and later is terminated, 45 days after the date Parent Disclosure Letteris notified of such termination and (b) the expiration of the Sale Period if no Outlet Purchase Agreement shall have been executed prior thereto; provided, pursuant to which further, that without limitation of the lender parties thereto have agreedforegoing, subject Parent shall not agree to, permit or enter into, any amendment, waiver, supplement or other modification to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of letters relating to the Debt Financing Commitments has been amended or modified, and without the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As prior written consent of the date of this AgreementCompany (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that it would be reasonable for the Debt Financing Commitments are in full force and effect. There are no Company to withhold or otherwise delay or condition such consent if any such amendments, waivers, supplements or modifications would reasonably be expected to cause the anticipated Closing Date to occur past the End Date) if such amendment, waiver, supplement or other modification would reasonably be expected to (x) impose any new or additional conditions precedent or materially or unreasonably expand any existing condition to the funding of the full amount Debt Financing contained in such letters, or (y) otherwise materially modify or expand any of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated Information required to be delivered by the Debt Financing CommitmentsCompany (any such amendment, if obtainedwaiver, together with the available cash of the Companysupplement or other modification, an “Adverse Amendment”); provided, further, that Parent and Merger Sub on the Closing Dateshall be permitted to agree, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreementpermit or enter into any amendment, and to pay all related fees and expenses associated therewithwaiver, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe supplement or other modification that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitmentsdoes not constitute an Adverse Amendment. Parent has fully paid shall promptly deliver to Company copies of any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationAdverse Amendment.

Debt Financing. Parent has delivered (a) Buyer shall use its commercially reasonable efforts to do (or cause to be done), all things necessary, proper or advisable to (i) maintain in effect the Debt Commitment Letter until the transactions contemplated by this Agreement are consummated (it being understood that the Debt Commitment Letter may be replaced, amended, restated, amended and restated, supplemented or otherwise modified from time to time as provided below), (ii) negotiate definitive financing agreements with respect to the Company trueDebt Financing on the terms and conditions set forth in the Debt Commitment Letter (taking into account any “market flex” provisions) or otherwise on terms that would not reasonably be expected to adversely affect the availability of, correct and complete copies of executed commitment letter(s) (as the same may be amendedor conditions to, the “Debt Financing, so that such agreements are in effect no later than the Closing Date, (iii) satisfy on a timely basis all conditions to the initial funding of the Debt Financing Commitments”), as at Closing applicable to Buyer and under the control of Buyer in the Debt Commitment Letter and such definitive financing agreements and (iv) subject to the satisfaction of the conditions set forth in Section 4.5 7.1 and Section 7.2, consummate at Closing the Debt Financing contemplated by the Debt Commitment Letter to be funded at Closing in accordance with the terms of the Parent Disclosure Debt Commitment Letter. Buyer shall keep Seller informed on a reasonably current basis in reasonable detail of any material developments in its efforts to arrange and obtain the Debt Financing and promptly provide the Seller with copies of all executed amendments, pursuant modifications or replacements of any Debt Commitment Letter or definitive agreements for the Debt Financing entered into prior to which Closing. Buyer shall promptly notify Seller if (A) the lender parties thereto have agreedDebt Commitment Letter shall expire or be terminated, subject to the terms and conditions thereof(B) for any reason, to provide all or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none a portion of the Debt Financing Commitments contemplated by the Debt Commitment Letter to be funded at Closing becomes unavailable to be funded at Closing, (C) Buyer receives or has been amended knowledge that Buyer or modifiedany other party to the Debt Commitment Letter breaches or defaults under the Debt Commitment Letter in a manner that would reasonably be expected to have a Financing Adverse Impact, and the respective commitments contained in (D) Xxxxx receives any written notice or other written communication from any of the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, Sources party to the Debt Financing Commitments are in full force and effect. There are no conditions precedent Commitment Letter with respect to any termination or repudiation by such party to the funding of Debt Commitment Letter and which termination or repudiation would reasonably be expected to adversely affect the full conditionality, timing, availability or amount of the Debt Financing, or (E) Buyer becomes aware of the occurrence of any other than as set forth event or development that would otherwise reasonably be expected to have a Financing Adverse Impact. Notwithstanding anything herein or in the Debt Financing Commitments. The aggregate proceeds contemplated by Confidentiality Agreement to the Debt Financing Commitmentscontrary, if obtained, together with (x) in no event will Buyer be under any obligation to disclose any information pursuant to this Section 6.17 that would waive the available cash protection of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term attorney-client or condition to be satisfied by it contained other legal privilege or result in the Debt Financing Commitmentsviolation of any applicable confidentiality undertakings; provided, that, in such case, Buyer will, (i) to the extent permitted by applicable law and/or such applicable confidentiality undertakings, provide notice to the Seller that such information is being withheld on such basis and (ii) use commercially reasonable efforts to provide any such information in a manner that would not result in the disclosure of privileged information or information that would result in violation of contractual obligations and shall, to the extent legally permissible and reasonably practicable, make appropriate substitute arrangements under the circumstances described in foregoing clause (x). Parent has fully paid All information provided by Buyer or any and all commitment fees that have been incurred and are due of its Representatives pursuant to be paid this Section 6.17 or otherwise in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under shall be kept confidential in accordance with the confidentiality provisions of the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationCommitment Letter.

Debt Financing. Parent AerCap has delivered to the Company trueParent and the Seller a copy of the duly executed credit agreement (the “Credit Agreement”) and the related Fee Letters (except that the amounts of fees, correct pricing caps and complete copies other economic terms (none of executed commitment letter(swhich would adversely affect the availability of the Debt Financing or would reduce the amount of the Debt Financing below the amount necessary to satisfy the Purchaser’s obligation to pay (i) the aggregate Cash Consideration and (as ii) any fees and expenses of or payable by the same Purchaser or AerCap in connection with the Completion and the Debt Financing) set forth therein may be amendedredacted), among AerCap and the financial institutions identified therein (the “Debt Financing CommitmentsLenders”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreed, subject to the terms and conditions thereofset forth in the Credit Agreement, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). As of the date Signing Date, the Credit Agreement is in full force and effect and constitutes a valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of this AgreementAerCap and, except as permitted by this Agreementto the knowledge of AerCap, none the other parties thereto. As of the Debt Financing Commitments Signing Date, the Credit Agreement has not been amended or modifiedmodified since a copy thereof was delivered to the Parent and the Seller, and the respective commitments contained in the Debt Financing Commitments Credit Agreement have not been withdrawn withdrawn, decreased or rescinded. As of the date of this Agreement, the Debt Financing Commitments are rescinded in full force and effectany respect. There are no conditions precedent to side letters or other agreements, arrangements, contracts or understandings that could adversely affect the funding of the full amount availability of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent AerCap has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, Credit Agreement due and Parent payable on or prior to the date hereof and will pay when in full any such amount due all other commitment fees arising under on or before the Completion Date. Except as expressly set forth in the Credit Agreement or the related Fee Letters, there are no conditions to the obligations of the parties thereunder to make the Debt Financing Commitments as and when they become payableavailable to AerCap on the terms therein or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the date Signing Date (i) no event has occurred that, with or without notice, lapse of this time or both, would constitute a default or breach or a failure to satisfy a condition precedent on the part of AerCap or, to the knowledge of AerCap, any of the other parties to the Credit Agreement under the Credit Agreement and (ii) AerCap has no reason to believe that any of the conditions to the Debt Financing 135 contemplated by the Credit Agreement will not be satisfied or that the Debt Financing will not be made available to AerCap at the Completion; provided that in making such representations, AerCap is relying on the truth and accuracy of the representations and warranties of the Parent and the Seller contained in Part A of Schedule 1 (without giving effect to any materiality or “Material Adverse Effect” qualifications or any knowledge qualifications) and compliance by the Parent and the Seller with their obligations under clause 10.2. Assuming the satisfaction of the conditions set forth in clause 3, the Debt Financing, when funded in accordance with the Credit Agreement, Parent will provide AerCap with cash proceeds (after netting out original issue discount and Merger Sub have no contracts, arrangements similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the Purchaser’s obligation to (i) pay the aggregate Cash Consideration and (ii) pay any fees and expenses of or understandings with any Person concerning payable by the contributions to be made to Parent Purchaser or Merger Sub AerCap in connection with the transactions contemplated by this Agreement other than as set forth in Completion and the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. (a) It is acknowledged that (x) Parent has delivered to the Company trueintends to, correct and complete copies either directly or indirectly through an Affiliate of executed commitment letter(sParent, obtain certain senior debt financing(s) (as the same may be amendedcollectively, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of ) in connection with the transactions contemplated under this Agreement on the Closing Date and (y) on and after the date of this Agreement, except in connection with any such Debt Financing, Parent and/or its Affiliates may obtain commitments for such Debt Financing and enter into certain commitment letters in respect thereof (each such commitment letter, together with all exhibits, schedules and annexes thereto, and fee letters executed in connection therewith, in each case, as permitted amended, restated, modified or otherwise supplemented from time to time, a “Debt Commitment Letter”). The terms and conditions of any Debt Financing and any Debt Commitments Letters shall be solely determined by the parties to the applicable Debt Financing and/or Debt Commitment Letters, as applicable, and, for the avoidance of doubt, the Company and its Subsidiaries shall not have any right of consent with respect thereto (and such terms and conditions need not be acceptable to the Company and its Subsidiaries). Nothing in this AgreementAgreement restricts Parent’s or Merger Sub’s ability to enter into any such Debt Commitment Letters, none of or other documentation, with respect to any Debt Financing. Parent and Merger Sub may amend, restate, supplement or otherwise modify the Debt Commitment Letters or the documentation related to the Debt Financing Commitments has been amended or modified, and the respective commitments contained at any time without limitation. Notwithstanding anything else provided in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub shall have no obligation to provide any updates, notice or other information with respect to the Debt Financing and/or the Debt Commitment Letters, as applicable, to the Company or its Subsidiaries. If all or any portion of any Debt Financing becomes unavailable (including, without limitation, on the Closing Dateterms and conditions contemplated in a Debt Commitment Letter) the Parent may, will but shall in no way be sufficient for obligated or required under this Agreement to, arrange replacement debt financing in respect thereof and obtain any new debt financing commitment letter(s) with respect thereto. Notwithstanding anything in this Agreement to the contrary, each of Parent and Merger Sub expressly acknowledges and agrees that neither the availability nor terms of the Debt Financing are conditions to the obligations of Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationMerger.

Debt Financing. Parent Purchaser has delivered to the Company true, correct a duly executed copy of (i) the Commitment Letter of Jefferies Finance LLC (the “Debt Financing Source”) dated as of the date of this Agreement (the “Commitment Letter”) and complete copies (ii) the Fee Letter of executed commitment letter(s) the Debt Financing Source dated as of even date with the Commitment Letter (as redacted to remove the same may be amendedfee amounts, alternative transaction fee provisions, pricing caps, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability or termination of the Debt Financing, the “Redacted Fee Letter”), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Financing CommitmentsLetters”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided Purchaser with debt financing in the debt amounts amount set forth therein for the purpose of financing the transactions contemplated by this Agreement and related fees and expenses (being collectively referred to as the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the The Debt Financing Commitments has Letters are in full force and effect and have not been amended or modifiedmodified (provided, that the existence or exercise of “market flex” provisions contained in the Redacted Fee Letter shall not be deemed to constitute a modification or amendment of the Commitment Letter), and the respective commitments contained in the Debt Financing Commitments set forth therein have not been withdrawn or rescindedrescinded in any way. As The Debt Letters are a valid and binding obligation of Purchaser and, to the knowledge of the date of this AgreementPurchaser, the Debt Financing Commitments are other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in full force and effectgranting equitable remedies. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent Purchaser has fully paid any and all commitment fees that have been incurred and are due or other fees required to be paid under the Debt Letters to the extent required to be paid on or prior to the date hereof or in connection with the execution of this Agreement. There are no other agreements, side letters or arrangements related to the Debt Financing Commitmentsthat would reasonably be expected to affect the availability of such financing, and Parent will pay when due all other commitment fees arising than as expressly provided in the Debt Letters. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of the Purchaser under the Debt Financing Commitments as and when they become payableLetters. As of The aggregate proceeds from the date of this AgreementDebt Financing, Parent and Merger Sub have no contractstogether with cash on hand, arrangements or understandings will provide Purchaser with any Person concerning the contributions sufficient funds required to be made to Parent or Merger Sub in connection with consummate the transactions contemplated by this Agreement other than on the Closing Date. The Debt Letters contain all of the conditions precedent to the obligations of the Debt Financing Sources thereunder to make the Debt Financing available to Purchaser on the terms therein. Purchaser does not know of any facts or circumstances that would reasonably be expected to result in the Purchaser not being able to satisfy on the Closing Date any of the conditions to the funding of the Debt Financing required to be satisfied by Purchaser as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationCommitment Letter.

Debt Financing. Parent has delivered (a) Prior to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amendedClosing, the “Debt Financing Commitments”)Company shall, as set forth and shall cause its Affiliates (including, for the avoidance of doubt, its Subsidiaries) to, and shall use its reasonable best efforts to cause its and their respective Representatives (including legal and accounting representatives) to, cooperate in Section 4.5 of the Parent Disclosure Letter, pursuant any manner that is reasonably requested by Buyer in connection with Buyer’s efforts to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the obtain debt amounts set forth therein financing (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are proceeds of which may be applied in full force and effect. There are no conditions precedent whole or in part to finance the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms transactions contemplated by this AgreementAgreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) assisting Buyer with the preparation of materials for (A) customary lender presentations, syndication memoranda, bank information memoranda and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid similar documents required in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under (B) rating agency presentations; (ii) (A) furnishing Buyer and the financing sources for the Debt Financing Commitments (the “Debt Financing Sources”), as promptly as practicable, with (x) the audited consolidated balance sheets and when they become payable. As the related audited consolidated statements of income, changes in members’ equity and cash flows of the date Company for the two most recently completed fiscal years ended at least 75 days before the Closing Date and (y) the unaudited consolidated balance sheet and the related unaudited statements of this Agreementincome, Parent changes in members’ equity and Merger Sub have no contractscash flows of the Company for any subsequent fiscal quarter and the portion of the fiscal year through the end of such quarter (other than in each case the fourth quarter of any fiscal year) ended at least 40 days prior to the Closing Date, arrangements or understandings and for the comparable period of the prior fiscal year, in the case of each of clauses (x) and (y), prepared in accordance with GAAP; (B) furnishing Buyer and the Debt Financing Sources as promptly as practicable with any Person concerning replacements or restatements thereof, and supplements thereto, if any such information would go stale or otherwise be unusable for such purposes; and (C) furnishing Buyer and the contributions to be made to Parent Debt Financing Sources all financial or Merger Sub other information regarding the Company and its Subsidiaries reasonably requested in connection with the transactions contemplated preparation of bank information memoranda, lenders’ presentations and other customary marketing materials relevant to the Debt Financing; (iii) executing and delivering any guarantees, pledge and security documents, hedging arrangements, other definitive financing documents and other certificates or documents and back-up therefor and for legal opinions as may be reasonably requested by this Agreement other than as set forth in Buyer and otherwise reasonably facilitating the pledging of collateral; (iv) cooperating with the Debt Financing CommitmentsSources’ due diligence, to the extent customary and reasonable, including by granting the Debt Financing Sources access to the Company’s cash management and accounting systems and assisting in permitting the Debt Financing Sources to complete customary field examinations, collateral audits, asset appraisals and surveys relating to the receivables and inventory of the Company; (v) if EKS&H LLLP shall have withdrawn its audit opinion with respect to any of the audited financial statements included in clause (ii) above, furnishing Buyer and the Debt Financing Sources as soon as practicable and in any event prior to the Closing Date with a new unqualified audit opinion with respect to such financial statements by EKS&H LLLP or another nationally-recognized independent public accounting firm reasonably acceptable to Buyer; (vi) if (A)(1) any of the financial statements included in clause (ii) above shall have been restated or (2) the Company, the Company’s board of directors or similar governing body or EKS&H LLLP shall have determined that a restatement of any such financial statements is required and (B) the Company or EKS&H LLLP, as applicable, has not subsequently determined and confirmed in writing to Buyer that no restatement shall be required in accordance with GAAP, furnish Buyer and the Debt Financing Sources as soon as practicable and in any event prior to the Closing Date with such restated financial statements; and (vii) furnishing Buyer and its debt financing sources promptly, and in any event no later than three (3) Business Days prior to Closing, with all documentation and information that any lender, provider or arranger of any Debt Financing has reasonably requested at least ten (10) Business Days prior to the Closing Date in connection with such debt financing under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the CDD Rule; provided that neither the Company nor any contracts of its Affiliates shall be required to pay any commitment or non-binding arrangements or understandings other similar fee in connection with the Debt Financing that is not subject to the expense reimbursement provision contained in clause (c) below; provided, further, that the effectiveness of any Person concerning documentation executed by the ownership and operation Company with respect to the Debt Financing shall be subject to the consummation of Parent, Merger Sub the Closing. To the extent the financial statements referred to in clause (ii)(A)(x) of the foregoing sentence include audited financial statements for fiscal year 2018 or the Surviving Corporationfinancial statements referred to in clause (ii)(A)(y) of the foregoing sentence include unaudited financial statements for any fiscal quarter ending in 2019, the Company shall, and shall cause its Affiliates (including, for the avoidance of doubt, its Subsidiaries) to, and shall use its reasonable best efforts to cause its and their respective Representatives (including legal and accounting representatives) to, cooperate with Buyer and its Representatives (including legal and accounting representatives), to cause such financial statements to meet the requirements of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended.

Debt Financing. Parent AerCap has delivered to the Company trueParent and the Seller a copy of the duly executed credit agreement (the “Credit Agreement”) and the related Fee Letters (except that the amounts of fees, correct pricing caps and complete copies other economic terms (none of executed commitment letter(swhich would adversely affect the availability of the Debt Financing or would reduce the amount of the Debt Financing below the amount necessary to satisfy the Purchaser’s obligation to pay (i) the aggregate Cash Consideration and (as ii) any fees and expenses of or payable by the same Purchaser or AerCap in connection with the Completion and the Debt Financing) set forth therein may be amendedredacted), among AerCap and the financial institutions identified therein (the “Debt Financing CommitmentsLenders”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreed, subject to the terms and conditions thereofset forth in the Credit Agreement, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). As of the date Signing Date, the Credit Agreement is in full force and effect and constitutes a valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of this AgreementAerCap and, except as permitted by this Agreementto the knowledge of AerCap, none the other parties thereto. As of the Debt Financing Commitments Signing Date, the Credit Agreement has not been amended or modifiedmodified since a copy thereof was delivered to the Parent and the Seller, and the respective commitments contained in the Debt Financing Commitments Credit Agreement have not been withdrawn withdrawn, decreased or rescinded. As of the date of this Agreement, the Debt Financing Commitments are rescinded in full force and effectany respect. There are no conditions precedent to side letters or other agreements, arrangements, contracts or understandings that could adversely affect the funding of the full amount availability of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent AerCap has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, Credit Agreement due and Parent payable on or prior to the date hereof and will pay when in full any such amount due all other commitment fees arising under on or before the Completion Date. Except as expressly set forth in the Credit Agreement or the related Fee Letters, there are no conditions to the obligations of the parties thereunder to make the Debt Financing Commitments as and when they become payableavailable to AerCap on the terms therein or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the date Signing Date (i) no event has occurred that, with or without notice, lapse of this time or both, would constitute a default or breach or a failure to satisfy a condition precedent on the part of AerCap or, to the knowledge of AerCap, any of the other parties to the Credit Agreement under the Credit Agreement and (ii) AerCap has no reason to believe that any of the conditions to the Debt Financing contemplated by the Credit Agreement will not be satisfied or that the Debt Financing will not be made available to AerCap at the Completion; provided that in making such representations, AerCap is relying on the truth and accuracy of the representations and warranties of the Parent and the Seller contained in Part A of Schedule 1 (without giving effect to any materiality or “Material Adverse Effect” qualifications or any knowledge qualifications) and compliance by the Parent and the Seller with their obligations under clause 10.2. Assuming the satisfaction of the conditions set forth in clause 3, the Debt Financing, when funded in accordance with the Credit Agreement, Parent will provide AerCap with cash proceeds (after netting out original issue discount and Merger Sub have no contracts, arrangements similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the Purchaser’s obligation to (i) pay the aggregate Cash Consideration and (ii) pay any fees and expenses of or understandings with any Person concerning payable by the contributions to be made to Parent Purchaser or Merger Sub AerCap in connection with the transactions contemplated by this Agreement other than as set forth in Completion and the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. Parent The Company has delivered to provided the Company true, correct Seller with a true and complete copies copy of an executed commitment letter(s) letter dated as of the date hereof (as the same may be amended, the “Debt Financing CommitmentsCommitment Letter”)) among Atkore International, as set forth in Section 4.5 Inc., an indirect subsidiary of the Parent Disclosure Letter, Company (the “Borrower”) and the lender party thereto (the “Lender”) pursuant to which the lender parties thereto have Lender has agreed, subject to the terms and conditions thereof, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). Proceeds of the Debt Financing will be used, among other things, to fund the Company’s obligations hereunder and to pay related fees and expenses required to be paid by Company in connection with the transactions contemplated by this Agreement, including in connection with the Debt Financing, on the Closing Date. The Debt Commitment Letter has not been amended or modified prior to the date hereof, and, as of the date hereof, no such amendment or modification is contemplated, except to the extent permitted hereunder; provided, that that the existence or exercise of “market flex” provisions contained in the Fee Letter shall not be deemed to constitute a modification or amendment of the Debt Commitment Letter. As of the date hereof, the Debt Commitment Letter is in full force and effect, constitutes the legal, valid and binding obligation of this Agreementthe Borrower and, to the knowledge of the Company, of each other party thereto (except as permitted such enforceability may be limited by this Agreementapplicable bankruptcy, none reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity)) and, as of the Debt Financing Commitments has been amended or modifieddate hereof, and the respective commitments contained in the Debt Financing Commitments therein have not been withdrawn or rescinded. As of the date of this Agreementrescinded in any respect, the Debt Financing Commitments are in full force and effect. There there are no conditions precedent or other contractual contingencies relating to the funding of the full amount of the Debt Financing, proceeds covered thereby other than as expressly set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub Commitment Letter furnished pursuant to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableSection 3.6. As of the date hereof, there are no side letters or other contracts or arrangements related to the funding of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions financing contemplated pursuant to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement Debt Commitment Letter other than the fee letter referenced in the Debt Commitment Letter (the “Fee Letter”) or as otherwise expressly set forth in the Debt Financing Commitments, nor any contracts Commitment Letter furnished pursuant to this Section 3.6. The Company shall not release or non-binding arrangements or understandings with any Person concerning consent to the ownership and operation termination of Parent, Merger Sub or the Surviving Corporationobligations of the Lender without the prior written consent of the Seller.

Debt Financing. Parent has delivered (a) The Company shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things reasonably necessary or advisable to consummate the Refinancing. In addition, the Company shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things reasonably necessary or advisable to arrange and obtain the Debt Financing on a timely basis (but in any event substantially concurrent with the Closing) on the terms and subject only to the conditions contained in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter) or on other terms and conditions not less favorable to the Company truein any material respect than those described in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter), correct including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (subject to the Company’s and complete copies of executed commitment letter(sits Subsidiaries’ right to replace, amend, restate, supplement, modify, assign, or waive the Debt Commitment Letter in accordance herewith and subject to the Restricted Debt Financing Changes), (ii) negotiate and enter into definitive agreements with respect to the Debt Commitment Letter (such definitive agreements being referred to as the same may be amended, the “Debt Financing CommitmentsAgreements”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to ) on the terms and subject only to the conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have Commitment Letter and the Fee Letter (including any such “market flex” provisions contained in the Fee Letter) or on other terms and conditions not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent less favorable to the funding of the full amount of the Debt Financing, other Company in any material respect than as set forth those described in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter and the Debt Financing CommitmentsFee Letter (including any “market flex” provisions that are contained in the Fee Letter), if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to (iii) satisfy on a timely basis (but in any term event substantially concurrent with the Closing) or condition obtain the waiver of all conditions applicable to be satisfied by it the Company or its Subsidiaries contained in the Debt Commitment Letter (or any Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with Agreements), (iv) consummate the Debt Financing Commitments, contemplated by the Debt Commitment Letter and Parent will pay when due all other commitment fees arising the Fee Letter substantially concurrent with the Closing and (v) enforce its rights under the Debt Financing Commitments as Commitment Letter and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor Agreements. The Company shall keep the Acquiror informed upon request on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. The Company shall give the Acquiror prompt written notice upon having Knowledge of any contracts default or non-binding arrangements breach by any party to the Debt Commitment Letter or understandings with any Person concerning termination of the ownership and operation of Parent, Merger Sub or the Surviving CorporationDebt Commitment Letter.

Debt Financing. Parent (a) Purchaser has delivered to the Company truea true and correct copy of an executed debt commitment letter addressed to Purchaser from KeyBanc Capital Markets, correct Inc., KeyBank National Association, SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx Inc., Regions Bank and complete copies of executed commitment letter(sRegions Capital Markets (the “Committed Lenders”) (as including all exhibits, annexes, schedules and term sheets thereto together with each executed fee letter (the same “Fee Letter”) associated therewith (which may be amendedredacted in a customary manner, including, without limitation, with respect to fee amounts, post-closing securities demand provisions, economic terms, flex terms and required “hold” levels), collectively, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of and the Parent Disclosure Letterfinancing contemplated thereby, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”), dated on or before the date hereof, pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend Purchaser the amounts set forth therein for the purpose of financing the transactions contemplated by this Agreement. Purchaser’s cash on hand, together with the aggregate amount of the funding to be provided in the Debt Financing (including after giving effect to all “flex” provisions contained therein), is sufficient to pay all amounts required to be paid by Purchaser hereunder and all related fees and expenses hereunder and under the Debt Financing. As of the date of this Agreementhereof, except as permitted by this Agreement, none of the Debt Financing Commitments Commitment Letter is in full force and effect and has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescindedterminated or otherwise amended or modified in any respect, and no such amendment or modification is pending or contemplated. As The Debt Commitment Letter is a legal, valid and binding obligation of Purchaser and, to the knowledge of Purchaser, the other parties thereto, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Purchaser has entered into the Engagement Letter (as defined in the Debt Commitment Letter) contemplated by the last paragraph of Section 2 of the date Debt Commitment Letter (the “Note Engagement Letter”) and such Note Engagement Letter is a legal, valid and binding obligation of this AgreementPurchaser and, to the knowledge of Purchaser, the other parties thereto, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Except for the Debt Commitment Letter and the Note Engagement Letter (and the related fee credit letter), there are no other agreements, side letters, undertakings or arrangements relating to the Debt Financing Commitments are in full force and effectto which Purchaser is a party. To Purchaser’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Purchaser under any term or condition of the Debt Commitment Letter. There are no conditions precedent or other contingencies, including any subsequent approval process, related to the funding of the full amount of the Debt Financing, other than as set forth in the Financing Conditions, and the Debt Financing CommitmentsCommitment Letter does not provide that the parties thereto may impose additional conditions or other contingences to such funding. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent Purchaser has fully paid any and all commitment fees that have been incurred and are due or other fees required by the Debt Commitment Letter to be paid in connection with by it on or prior to the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payabledate hereof. As of the date hereof, Purchaser is not aware of this Agreementany fact or occurrence that, Parent and Merger Sub have no contractswith or without notice, arrangements lapse of time or understandings with both, would reasonably be expected to (i) make any Person concerning of the contributions assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect; (ii) result in any of the terms or conditions in the Debt Commitment Letter not being satisfied; (iii) cause the Debt Commitment Letter to be made ineffective; or (iv) otherwise result in the Debt Financing not being available on a timely basis in order to Parent or Merger Sub in connection with consummate the transactions contemplated by this Agreement other than as set forth Agreement. None of (x) the provisions redacted in the Fee Letter, or (y) the provisions of the Note Engagement Letter (or the related fee credit letter) will limit, prevent, impede or delay the consummation of the Debt Financing Commitments, nor in any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationmanner.

Debt Financing. Parent has delivered will use all commercially reasonable efforts to the Company true, correct and complete copies of executed commitment letter(s(i) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of maintain the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter in full force and effect. There are no , and will not amend, terminate or waive any provisions under such Debt Commitment Letter, and (ii) comply, to the extent within Parent’s control, with all of the covenants of Parent in the Debt Commitment Letter and take all actions, to the extent within Parent’s control, necessary or desirable to cause all of the conditions precedent to the funding of the full amount financing contemplated in the Debt Commitment Letter to be satisfied as promptly as practicable following the date hereof and in coordination with the satisfaction of the other closing conditions set forth herein, including obtaining any opinions of legal counsel required by the Lenders thereunder and, to the extent within Parent’s control, assuring that there is no breach or default or event of default under any of its existing financing agreements and (iii) accept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt FinancingCommitment Letter or fee letter related thereto. Parent agrees to notify the Target following its receipt of notification by any financing source under the Debt Commitment Letter or in connection with any substitute debt or other financing of such source’s indications that it does not intend to provide, other than as set forth questions its requirement to provide or asserts its inability or refusal to provide the financing described in the applicable Debt Financing CommitmentsCommitment Letter. The aggregate proceeds If the funding of the indebtedness contemplated by the Debt Financing CommitmentsCommitment Letter becomes unavailable or Parent reasonably believes that such funding may not occur for any reason other than a breach by Target or Target Stockholders of any of its representations, if obtainedwarranties, together with the available cash of the Companycovenants or agreements contained herein or in any Ancillary 57 Agreement, Parent and Merger Sub will use all commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent (as determined in the Closing Date, will be sufficient for Parent and Merger Sub reasonable judgment of Parent) than to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it those contained in the Debt Financing CommitmentsCommitment Letter or fee letter related thereto including, for the avoidance of doubt, the “market flex”. Parent has fully paid shall keep the Target reasonably informed of any and material adverse developments relating to the proposed debt financing. Without limiting the generality of the foregoing, Parent shall use all commitment fees that have been incurred and are due commercially reasonable efforts to be paid in connection with satisfy the closing conditions to the debt financing contemplated by the Debt Financing CommitmentsCommitment Letter (or, and Parent will pay when due all other commitment fees arising under if applicable, the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationalternative financing) that are within its control.

Debt Financing. Parent has delivered to the Company Attached hereto as Exhibit F is a true, correct and complete copies copy of executed a debt commitment letter(s) letter (as the same may be amended, the “Debt Financing CommitmentsCommitment Letter”), dated as set forth in Section 4.5 of the Parent Disclosure Letterdate hereof, between Silicon Valley Bank (the “Lender”) and the Parent, pursuant to which the lender parties thereto have agreedLender has committed, subject to the terms and conditions thereof, to provide or cause to be provided at least $30,000,000 in debt financing to the debt amounts set forth therein Parent in connection with the Transactions (the “Debt Financing”). As The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letters and cash currently held by the Parent are sufficient to allow the Parent to (x) consummate the Transactions, including payment of the date Adjusted Merger Consideration and (y) satisfy in cash all other obligations of this Agreement, except as permitted by this Agreement, none Parent required to be satisfied in cash at the Closing. The Debt Commitment Letter constitutes all of the agreements entered into between the Lender (and its Affiliates) and Parent (and the Merger Sub) with respect to the financing arrangements contemplated thereby. The Debt Financing Commitments has Commitment Letter is not subject to any contingency or condition of any kind whatsoever related to the funding of the full amount of the financing contemplated by the Debt Commitment Letter (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as set forth in the executed copies thereof attached hereto. The Debt Commitment Letter is in full force and effect, constitute the legal, valid and binding obligations of Parent and, to Parent’s Knowledge, the Lender, except, in each case, as may be limited by the Bankruptcy and Equity Exceptions, and have not been modified or amended or modifiedin any respect, and the respective commitments contained in the Debt Financing Commitments Commitment Letter have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has is in breach of the Debt Commitment Letter, nor does Parent or Merger Sub have knowledge of any reason breach of the Debt Commitment Letter by the Lender. To Parent’s knowledge, (i) neither Parent nor any other party to believe that it the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the conditions that are required to be satisfied by it contained in or such other party as a condition to the obligations under the Debt Financing CommitmentsCommitment Letter prior to the expiration thereof and (ii) no portion of the financing contemplated by the Debt Commitment Letter will not be made available to Parent or Merger Sub at the Closing. Parent has fully paid in full any and all commitment fees that have been incurred and are due and/or other fees required to be paid in connection with on or prior to the date hereof under the terms of the Debt Financing Commitments, Commitment Letter and Parent will pay when due all other commitment fees arising and/or other fees required to be paid under the Debt Financing Commitments as and when they become payable. As terms of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning Debt Commitment Letter upon the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationClosing.