Common use of Financing Clause in Contracts

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.

Financing. Parent (a) The Buyer has delivered to the Company true, correct Seller Representative a true and complete copiescopy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, of (i) each fully executed Equity Commitment Letter (it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing termsCommitment, including terms any condition of closing of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with Debt Financing that is required to be satisfied as a condition of the Debt Financing, may have been redacted or (ii) the full amount of the Debt Financing will not be made available to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated Buyer at or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, prior to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this AgreementClosing. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by conditions set forth in the Debt Financing Commitment Letterand assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to (1) pay the amounts required to be paid in connection with Purchase Price upon the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries terms contemplated by this Agreement, to (2) pay any all other amounts required to be paid payable by Parent or Merger Sub on or prior to the Closing Date Buyer in connection with the consummation of the transactions transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the “Required Amount”), assuming the satisfaction Buyer or any of the conditions set forth in Section 7.02(aits Affiliates is responsible. (b) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Parent the Buyer or Merger Sub orany of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, to the knowledge of Parent, any event or other parties thereto, under occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment Lettersinaccurate in any material respect. Assuming the satisfaction The non-redacted portion of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the this Debt Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Debt Financing available to Parent the Buyer on the terms set forth therein. As of Other than the date hereofDebt Financing Commitment, there are no side letters or other agreementscontracts, arrangements or understandings (written or oral) relating to which Parent or any Equity Investor is a party the Debt Financing that would adversely affect could impair the availability of the Equity Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other than fees and expenses, in each case as expressly set forth in the Equity Commitment Letter provided are required to be paid pursuant to the Company terms of the Debt Financing Commitment on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub . (c) The Buyer acknowledge and agree that their obligation obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Merger Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and pay complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Aggregate Merger Consideration is not conditioned on Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the availability Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of Debt Financing$10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. Parent Tenant may seek to obtain a loan to finance the Improvements and to refinance the Improvements from time to time during the Term. For such purpose only, Tenant shall have the right, with Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, to assign all or part of Tenant’s interest under this Lease, as security to any Institutional Lender (a “Leasehold Mortgagee”) which has delivered advanced such funds to Tenant pursuant to a promissory note and a trust deed or mortgage (collectively, the “Trust Deed”). Landlord’s written approval or denial shall be provided to Tenant within twenty (20) Business Days of Tenant’s written request, which shall contain the information regarding the assignee’s financial strength, reputation and experience delineated in Section 12.1. If Landlord does not respond to the Company truerequest within twenty (20) Business Days, correct the request shall be deemed approved. In the event Tenant assigns all or any portion of Tenant’s Interest to secure a loan permitted under this Section 14.2, then the following shall apply: (a) Landlord will enter into a Lender Recognition Agreement with the Leasehold Mortgagee; (b) The Landlord shall not be required to sign any Trust Deed or the Note, or otherwise become obligated thereunder; (c) No such lien, charge or encumbrance shall constitute a lien or encumbrance upon the Landlord’s fee title in the Premises or their reversionary interest in the Improvements; (d) Any interest in the Premises which the Trust Deed establishes in a trustee, and complete copiesany lien which it creates, as of shall expire on or before the date hereofof expiration of this Lease; (e) The Trust Deed imposes no financial obligations on the Landlord, contingent or otherwise; (f) The Trust Deed shall neither subordinate nor affect the Landlord’s right to convey, mortgage, encumber or otherwise hypothecate in any way the Landlord’s fee or leasehold title (respectively) or reversionary interest in the Improvements or the Premises; (g) Except as otherwise provided herein, no Leasehold Mortgagee or anyone claiming by, through or under such Leasehold Mortgagee shall, by virtue of such claim, acquire any greater rights than Tenant then had under this Lease; (h) The Trust Deed shall be subject to all conditions, covenants and restrictions of this Lease and to all rights of Landlord hereunder; (i) The Landlord will accept performance under this Lease by any Leasehold Mortgagee as though the same had been performed by Tenant; (j) The time available to a Leasehold Mortgagee to initiate foreclosure proceedings, to proceed with foreclosure proceedings, or to obtain possession of the leasehold interest shall be deemed extended by the number of days of delay occasioned by judicial restriction or application or operation of law against any such initiation or occasion by other circumstances beyond such Leasehold Mortgagee’s control; (k) If two or more Leasehold Mortgagees exercise their rights under this Lease, the Leasehold Mortgagee who would be senior in priority if there were a foreclosure shall prevail; (l) This Lease shall not be materially modified, amended or surrendered (except upon termination pursuant to this Lease) without the prior written consent of each fully executed Equity Commitment Letter Leasehold Mortgagee; (m) The Trust Deed shall provide that, prior to the financing provided for therein being collectively referred institution of any proceedings to as foreclose the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibitsTrust Deed or of negotiations to accept an assignment in lieu of the foreclosure of the Trust Deed, schedulesthe holder or beneficiary thereof shall notify Landlord in writing that such proceedings or negotiations are to be commenced, and annexes theretoLandlord shall have the right, but not the obligation, within sixty (60) days after receiving of such notice to purchase the Trust Deed and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only indebtedness which it secures at a purchase price equal to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing termsfull amount then owing under said Trust Deed, including terms of accrued interest, reasonable attorneys’ fee for the “market flex” holder or beneficiary, and other commercially sensitive information, in the fee letter entered into applicable statutory costs and allowances if any foreclosure proceedings shall have commenced. All loan agreements in connection with any Improvements, including but not limited to construction loans, long term loans and refinancing permitted by the Debt Financing, may have been redacted terms of this Lease shall contain the written agreement of the Leasehold Mortgagee that Landlord shall be notified by the Leasehold Mortgagee within thirty (30) days of any default by Tenant on any such loan and shall be given the opportunity to correct the default and assume the loan(s) prior to initiation of foreclosure actions other than the filing of a notice of default pursuant to the extentCalifornia Civil Code Section 2924; (n) Tenant shall give Landlord written notice of any Trust Deed prior to the execution and/or recording of same by Tenant, in each case, they are Permissible Redacted Terms. As and shall accompany such notice with a true copy of such Trust Deed and the Note secured thereby; and (o) All insurance proceeds arising from damage or destruction of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, Improvements shall be available for restoration thereof to the extent related Tenant is obligated under the terms of this Lease to any Person that is not restore the Improvements following such damage or destruction. (p) No loan may be in an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment amount which exceeds seventy-five percent (75%) of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt fair market value of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to Improvements at the Closing Date in connection with time the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter loan is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingentered into.

Financing. Parent has delivered to the Company true, correct true and complete copiesfully executed copies of (i) the commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter among Parent, Discovery Communications, LLC, ▇▇▇▇▇▇▇ Sachs Bank, USA and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (the financing provided for therein being collectively referred to as the “Equity FinancingCommitment Letter”) ), and (ii) a fully executed commitment letter the fee letter, dated as of the date hereof, among Parent, Discovery Communications, LLC, ▇▇▇▇▇▇▇ Sachs Bank, USA and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (together with all exhibitsas redacted to remove the fee amounts, schedulesalternate transaction fee provisions, and annexes thereto) and fee letter from the financial institutions identified thereinpricing caps, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms rates and subject only to the conditions expressly stated therein, debt financing amounts included in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationeconomic terms that could not adversely affect the conditionality, in enforceability or termination of the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent“Redacted Fee Letter”), in each case, they are Permissible including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) have severally committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Redacted TermsFee Letter shall not be deemed to constitute a modification or amendment of the Commitment Letter), and the respective commitments contained in the Debt Letters, to the Knowledge of Parent, have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date hereofof this Agreement, none the Debt Letters are in full force and effect and constitute the legal, valid and binding obligation of the Financing Commitment Letters has been withdrawneach of Parent, terminatedDiscovery Communications, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, LLC and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated herebyparties thereto, including payment of the Aggregate Merger Consideration, subject in each case to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Applicable Laws other laws affecting generally the enforcement of creditors’ rights generally and by subject to general principles of equity. As of the date hereofof this Agreement, there are no conditions precedent or contingencies related to the funding of the full amount of the Financing Commitment pursuant to the Debt Letters, other than as expressly set forth in the Debt Letters are in full force and, after the date of this Agreement, such other conditions and effect contingencies with respect to the Financing permitted pursuant to Section 6.16. Subject to the terms and conditions of the Debt Letters and assuming the satisfaction or waiver that each of the conditions set forth in Section 7.01 7.1 and Section 7.02 7.2 of this Agreement is satisfied at Closing, the net proceeds contemplated from the Financing, together with other financial resources of Parent, including contemplated cash on hand of Parent, will, in the Closing Dateaggregate, Parent has be sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the Merger Consideration and all fees and expenses reasonably expected to be incurred in connection therewith. As of the date of this Agreement, no reason to believe that any 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 or breach on the part of Parent or Merger Sub under the Debt Letters or, to the knowledge Knowledge of Parent, any other parties thereto, under any party to the Debt Letters (assuming the accuracy of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Company’s representations and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount warranties and undertakings under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Datethis Agreement for such purpose). As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, this Agreement there are no side letters or other agreements, Contracts or arrangements or understandings related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity full amount of the Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided Debt Letters. Parent has fully paid all commitment fees or other fees required to the Company be paid on or prior to the date hereofof this Agreement in connection with the Financing. Each Equity Commitment Letter providesAs of the date of this Agreement, assuming (x) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects, (y) the performance of all obligations and compliance with all covenants and agreements required by this Agreement to be performed or complied with at or prior to the Closing by the Company in all material respects and (z) that each of the conditions set forth in Section 7.1 and Section 7.2 of this Agreement is satisfied at Closing, Parent has no reason to believe that any of the conditions to the Financing will continue not be satisfied, or to providethe Knowledge of Parent, as of the date of this Agreement, that the Company is a third party beneficiary thereof as set forth therein. Financing will not be made available to Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability Closing Date in accordance with the terms of the Debt FinancingLetters.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, copies as of the date hereof, of this Agreement of (i) each fully executed Equity Commitment Letter debt commitment letters, dated as of the date of this Agreement (the financing provided for therein being collectively referred to as including all exhibits and schedules thereto, the “Equity FinancingDebt Commitment Letters”) ), by and among inter alia Parent and the Financing Parties specified therein and (ii) a fully the executed commitment letter fee letter, dated the date of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Debt Commitment Letters (with only fee amounts and customary “flex” terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability, or aggregate principal amount of the Debt Financing). Pursuant to the Debt Commitment Letters, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to provide Parent and/or its Subsidiary party thereto with the amounts set forth in the Debt Commitment Letters for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letters, together with all exhibitsany replacement debt financing, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinincluding any bank financing or debt securities issued in lieu thereof, the “Debt Financing Financing”). (b) As of the date of this Agreement, the Debt Commitment Letter” Letters are in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded, reduced or terminated, or otherwise amended or modified in any respect and, together to the Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Equity Debt Commitment Letters as of the date of this Agreement), and the Debt Commitment Letters, in the “Financing Commitment Letters”) to provideform so delivered, on constitute the terms legal, valid and subject only binding obligations of, and are enforceable against, Parent, its Subsidiary party thereto and, to the conditions expressly stated thereinKnowledge of Parent, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms each of the “market flex” and other commercially sensitive informationnon-affiliated parties thereto, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extentsubject, in each case, they are Permissible Redacted Terms. As of to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or before the date hereofof this Agreement, none and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, Parties party thereto to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and provide the Debt Financing is funded in accordance with or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming Financing. Assuming the satisfaction of the conditions set forth in Section 7.02(a6.3(a) and Section 7.02(b) (b), Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in any of the Debt Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date of this Agreement that any Financing Party party thereto will not perform its obligations thereunder. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (Except for customary bond engagement letters and for the redacted fee letter provided to the extent Company in accordance with clause (a) above, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or Merger Sub any of its Subsidiaries is a party thereto) and, relating to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization Debt Commitment Letters or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. the Debt Financing. (d) As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitutes, or would reasonably be expected to constitute constitute, a default or breach on the part of by Parent or Merger Sub its Subsidiaries or, to the knowledge Knowledge of Parent, any other parties party thereto, under of any term of the Financing Debt Commitment Letters. Assuming The Debt Financing, when funded in accordance with the satisfaction Debt Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letters (including with respect to fees and original issue discount), together with cash and the other sources of the conditions set forth in Section 7.01 and Section 7.02 immediately funds available to Parent on the Closing Date, as shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under this Agreement and the Debt Commitment Letters, including the payment of the date hereofCash Consideration, Parent does not have the Preferred Merger Consideration and any reason to believe that the full amount under the Financing Commitment Letters will not be available to fees and expenses of or payable by Parent or Merger Sub on the Closing Date. As Subs or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the date hereofCompany and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letters (such amounts, collectively, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity “Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Amounts”). (e) Parent and Merger Sub Subs expressly acknowledge and agree that their obligation obligations under this Agreement to consummate the Merger and pay Mergers or any of the Aggregate Merger Consideration is other transactions contemplated by this Agreement, are not subject to, or conditioned on on, the receipt or availability of any funds or the Debt Financing.

Financing. Parent has delivered to the Company a true, complete and correct copy of an executed Commitment Letter (including all exhibits, annexes, schedules and complete copiesterm sheets and the executed fee letters attached thereto or contemplated thereby, the “Commitment Letter”) (provided that provisions in the fee letters or Commitment Letter relating solely to fees and economic terms agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)), dated as of April 15, 2018 (such Commitment Letter as the same may be amended or replaced pursuant to, and in accordance with the terms and conditions of, Section 6.18, is referred to herein as the “Debt Financing Commitment”), among Parent and JPMorgan Chase Bank, N.A., as lender (the “Lender”), pursuant to which, among other things, Lender has agreed, subject to the terms and conditions of the Debt Financing Commitment, to provide or cause to be provided, the financing commitments specified therein, the proceeds of which (including proceeds of any notes offering contemplated thereby) are to be used to fund the Parent Merger Consideration, refinance outstanding Indebtedness of the Company and pay transaction fees and expenses. The financing commitments contemplated under the Debt Financing Commitment, as amended or replaced in compliance with Section 6.18, are referred to herein, individually and collectively, as the “Debt Financing”. The satisfaction of the Debt Financing Conditions do not and shall not conflict with the conditions set forth in Sections 7.1, 7.2, and 7.3 hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the date hereof and, to the Knowledge of Parent, the Debt Financing Commitment is, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) in full force and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “effect. The Debt Financing Commitment Letter” is a legal, valid and binding obligation of Parent and, together with to the Equity Commitment LettersKnowledge of Parent, the “other parties thereto. The Debt Financing Commitment Letters”(or any Debt Financing contemplated thereunder) to providehas not been or will not be amended or modified, on the terms and subject only to the conditions expressly stated thereinexcept as consistent with Section 6.18, debt financing in the amounts set forth therein; provided that fee amounts and pricing termsand, including terms as of the “market flex” and other commercially sensitive informationdate hereof, in the fee letter entered into in connection with the Debt Financing, may have Financing Commitment has not been redacted to the extent, withdrawn or rescinded in each case, they are Permissible Redacted Termsany respect. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, (i) no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub orunder the Debt Financing Commitment, and (ii) subject to the knowledge of ParentAcquisition Agreement Representations (as defined in the Commitment Letter, without giving effect to any other parties modifications thereto, under any ) being true and correct in all material respects as of the Financing Commitment Letters. Assuming date hereof, but only to the extent that the failure of the Acquisition Agreement Representations to be true and correct in all material respects gives Parent and Gamma the right to terminate their respective obligations contained in this Agreement, the performance by the Company and its Subsidiaries of their obligations contained in this Agreement and the satisfaction of the conditions set forth in Section 7.01 7.1 and Section 7.02 on the Closing Date, as of the date 7.2 hereof, Parent does not have any has no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by the full amount under the Debt Financing Commitment Letters will not be available on or prior to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the there are no conditions precedent and other conditions related to the obligations funding of the parties thereunder to make the full amount of the Equity Debt Financing available to Parent on other than as expressly set forth in the terms thereinDebt Financing Commitment. As of the date hereof, there are no side letters or other agreements, contracts or arrangements or understandings (except for customary fee letters, which do not contain provisions that impose any additional conditions to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity Debt Financing on the Closing Date, other than as expressly not otherwise set forth in the Equity Commitment Letter provided Debt Financing Commitment) related to the funding of the full amount of the Debt Financing. The aggregate proceeds contemplated by the Debt Financing Commitment, together with the available cash of Parent and the Company on or prior to the date hereof. Each Equity Commitment Letter providesClosing Date (if any), and any Alternative Financing (if any), will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. be sufficient for Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay upon the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingterms contemplated by this Agreement.

Financing. Parent (a) The Buyer has delivered to the Company truecomplete, true and correct and complete copies, as copies of the date hereof, of (i) each fully executed Equity Commitment Letter (the debt financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, the “Debt Commitment Letter” and annexes thereto) and fee letter from the financial institutions identified thereincommitment thereunder, the “Debt Financing Commitment Letter” and, together with Commitment”) and the Equity Commitment Letters, related fee letters (the “Financing Commitment Fee Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing (provided that provisions in the amounts set forth therein; provided that fee amounts Fee Letters such as numerical fees and pricing terms, including terms of the “market flex” and certain other commercially sensitive information, terms in the fee letter entered into Fee Letter that are customarily redacted in connection with purchase agreements of this nature but which redactions do not affect the Debt Financingamount, timing or conditionality for the availability of funds, may have been redacted to redacted) which obligate certain parties thereto (the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the “Debt Financing is funded in accordance with Sources”) to provide debt financing (the “Debt Financing”). The Debt Financing Commitment Letteris a legal, as applicable, the net proceeds contemplated by the Equity Commitment Letters, valid and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment binding obligation of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement Buyer (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement the enforceability thereof may be limited by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity. As )), and is the legal, valid, and binding obligations of the date hereof, the other parties thereto. The Debt Financing Commitment Letters are is in full force and effect effect, and assuming the satisfaction has not been withdrawn, rescinded or terminated or otherwise amended, modified or waived in any respect, and no such withdrawal, rescindment, termination, amendment, modification or waiver is contemplated by the Buyer or, to the knowledge of Buyer, any other party thereto. The funding of the conditions set forth amounts in Section 7.01 and Section 7.02 the Debt Financing Commitment, together with the Buyer’s cash on hand, will be sufficient to enable the Buyer to consummate the transactions on the terms contemplated by this Agreement, and to pay or cause the payment of the Estimated Closing DateAmount and any amounts which, Parent has no reason to believe that any by the terms of this Agreement, will reduce the Estimated Closing Amount, and all of the out-of-pocket fees, costs and expenses of the Buyer arising from the consummation of the transactions contemplated by this Agreement and in connection with the Debt Financing and payable at the Closing. No event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would would, or would reasonably be expected to to: (x) constitute a default or breach on the part of Parent the Buyer or Merger Sub any of its Affiliates or, to the knowledge of Parentthe Buyer, any other parties party thereto, under any term or condition of the Debt Financing Commitment Letters. Assuming the satisfaction or otherwise result in all or a portion of the Debt Financing contemplated thereby to be unavailable; (y) constitute or result in a failure to satisfy any of the terms or conditions set forth in Section 7.01 the Debt Financing Commitment; or (z) otherwise result in all or a portion of the Debt Financing not being available. (b) The Buyer has and Section 7.02 on will have at the Closing Datethe financial capability to consummate the transactions contemplated by this Agreement, as of and the date hereof, Parent does not have any reason to believe Buyer understands that the full amount under Buyer’s obligations hereunder are not in any way contingent or otherwise subject to (i) the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As consummation of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, any financing arrangements or understandings to which Parent obtaining any financing or any Equity Investor is a party that would adversely affect (ii) the availability of any financing to Buyer or any of its Affiliates. (c) Immediately after giving effect to the Equity Financing on transactions contemplated by this Agreement, none of the Closing DateBuyer Group or the Company Group, other than as expressly set forth individually or in the Equity Commitment Letter provided aggregate shall (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred debts beyond its ability to pay as they become due. In completing the transactions contemplated by this Agreement, the Buyer Group does not intend to hinder, delay or defraud any present or future creditors of any of the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingEntities.

Financing. On the Closing Date, assuming the Financing contemplated by the Commitment Letter is available on the terms and conditions set forth therein, the Borrowers will have all funds necessary to consummate the Transactions. In no event shall the receipt or availability of any funds or financing by Parent, the Borrowers or any of the Merger Subs or any other financing or other transactions or any marketing or syndication of any of the foregoing be a condition to any of Parent’s or any Merger Sub’s obligations hereunder. Parent has obtained and delivered to the Company a true, correct complete and complete copiesfully executed and accepted debt commitment 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 date hereof, of (i) each fully executed Equity Commitment Letter (as amended, modified, waived, supplemented, extended or replaced in accordance with the financing provided for terms therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibitsherein, schedules, and annexes thereto) and fee letter from the financial institutions identified thereincollectively, the “Debt Financing Commitment Letter” and”), together with pursuant to which the Equity Commitment LettersFinancing Sources have committed, the “Financing Commitment Letters”) subject solely to provide, on the terms and subject only to the conditions expressly stated thereinset forth in the Commitment Letter, debt financing in to lend to certain US and Canadian Subsidiaries of Parent named therein as borrowers (the “Borrowers”) the amounts set forth therein; provided that fee amounts and pricing termstherein for, including terms among other things, the purposes of the “market flex” and other commercially sensitive informationFinancing. The Commitment Letter, in the fee letter entered into form so delivered, is in connection full force and effect in accordance with the Debt Financingterms thereof, may have has not been redacted amended or otherwise modified and is the legal, valid and binding obligation of Parent and, to the extentKnowledge of Parent, the other parties thereto, subject to the Bankruptcy and Equity Exceptions. To the Knowledge of Parent, no such commitment provided for in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters Letter has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated supplemented or modified, no terms thereunder have been waivedin any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, supplement or modification or waiver has occurred, and, is contemplated other than as set forth in the Commitment Letter with respect to the extent related Parent’s ability to add additional arrangers thereunder. Parent or the Merger Subs have fully paid any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification all commitment fees or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid other fees in connection with the Merger Commitment Letter that are payable and due on the other transactions contemplated herebydate hereof and will pay in full any such amounts payable and due on, including payment and subject to the occurrence of, the Closing Date. Neither Parent nor any of the Aggregate Merger ConsiderationSubs, nor to the Knowledge of Parent, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Commitment Letter, and to the Knowledge of Parent, no event has occurred or fact, condition or circumstance exists that, could or could reasonably be expected to (a) constitute or result in a breach or default on the part of any Person under the Commitment Letter, (b) constitute or result in a failure to satisfy any of the terms or conditions set forth in the Commitment Letter, (c) make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreementassumptions or any of the statements set forth in the Commitment Letter inaccurate in any material respect, (d) give Parent or any Merger Sub any reason to pay believe that any other amounts required of the conditions to be paid by Parent or Merger Sub satisfied contained in the Commitment Letter will not be satisfied on a timely basis on or prior to the Closing Date in connection with or that the consummation of Financing or that the transactions contemplated by this Agreement (full amounts committed pursuant to the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may will not be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, available as of the date hereofClosing if the conditions to be satisfied contained in the Commitment Letter are satisfied or (e) otherwise result in, or give Parent does not have or any Merger Sub any reason to believe that the full amount under that, any portion of the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As as of the date hereof, the Equity Commitment Letter contains all of the Closing. There are no conditions precedent and (directly or indirectly) or other conditions related to the obligations of the parties thereunder to make Financing and the full amount of the Equity Financing available to Parent on funding thereof other than the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as thereof expressly set forth in the Equity Commitment Letter Letter. There are no contingencies that would permit any Financing Source to reduce the total amount of the Financing, including any condition or other contingency relating to the availability of the Financing pursuant to any “flex” provision. Other than the Commitment Letter, there are no other contracts or written agreements (or other arrangements or agreements that are material) entered into by the Parent or any Affiliate thereof that are materially related to the funding of the Financing (except for (i) customary engagement letters and fee credit letters, true and correct copies of which have been provided to the Company on and (ii) customary non-disclosure agreements which do not impact the availability, conditionality or prior to amount of the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing).

Financing. (a) Parent has delivered to the Company true, correct and complete copiescopies of (i) the executed commitment letter, dated as of the date hereof, from Citigroup Global Markets Inc. and Jefferies Finance LLC (together with all exhibits, annexes, schedules and attachments thereto, including the Redacted Fee Letter, the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the lenders party thereto have committed to lend the amounts set forth therein to Purchaser for the purpose of financing the transactions contemplated by this Agreement (such financing, the “Debt Financing”). (b) The Debt Commitment Letter is, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) in full force and (ii) a fully executed commitment letter (together with all exhibits, schedules, effect and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has not been withdrawn, terminated, repudiated, rescinded, terminated or rescinded in any respect or otherwise amended, amended and restated supplemented or modified, no terms thereunder have been waivedmodified in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment supplement or modification is presently contemplated by Parent or Purchaser (other than amendments or modifications that are permitted by Section 5.12). The Debt Commitment Letter is a legal, valid and restatement, modification or waiver has occurred, binding obligation of Purchaser and Parent and, to the extent related to any Person that is not an Affiliate Knowledge of Purchaser and Parent, the other parties thereto. Except for the Debt Commitment Letter in the form delivered pursuant to Section 4.9(a), as of the knowledge of Parentdate hereof there are no side letters or other agreements, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification contracts or waiver, except arrangements relating to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with or the Debt Financing Commitment Letter, as applicable, Letter that could affect the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by availability of the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger ConsiderationFinancing, to make any repaymentwhich Purchaser, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation any of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub their respective Affiliates is a party thereto) andand no such side letters or other agreements, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization contracts or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityarrangements are currently outstanding. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or breach on the part of Purchaser or Parent or Merger Sub orand (in the case of the Debt Commitment Letter only, to the knowledge Knowledge of Purchaser and Parent, ) any of the other parties thereto, under any term of the Financing Debt Commitment Letter, (y) result in a failure of any condition of the Debt Commitment Letters, or (z) to the Knowledge of Purchaser and Parent, result in any portion of the Debt Financing contemplated thereby to be unavailable (provided that Parent and Purchaser are not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties set forth in Article III, or the Company’s compliance with its obligations under the terms of this Agreement). Purchaser and Parent have fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date hereof. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on to Parent’s obligation to consummate the Closing DateOffer and/or the Merger (as applicable), as the aggregate net proceeds of the date hereof, Parent does not have any reason to believe that Debt Financing (when funded in accordance with the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As terms of the date hereofDebt Commitment Letter) will be sufficient for Purchaser’s and Parent’s obligations under this Agreement, including the payment of the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer and payment of the aggregate Merger Consideration pursuant to Section 2.5, all amounts to be paid pursuant to Section 2.6, the Equity payment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of Indebtedness of the Company required in connection therewith) and the payment of all other amounts required to be paid by Parent and/or Purchaser in connection with the consummation of the Transactions and to allow Purchaser and Parent to perform all of their obligations under this Agreement. The Debt Commitment Letter contains sets forth all of the conditions precedent of Parent and other conditions Purchaser to the obligations of the parties thereunder lenders party thereto to make the full amount of the Equity Debt Financing available to Parent or Purchaser on the terms therein. As of set forth in the date hereof, Debt Commitment Letter and there are no side letters or other agreements, arrangements or understandings conditions precedent related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity full amount of the Debt Financing on the Closing Date, other than except as expressly set forth in the Equity Debt Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingLetter.

Financing. Parent Concurrently with the execution of this Agreement, ▇▇▇▇▇▇ has delivered to the Company true, NV5 complete and correct and complete copies, as of the date hereof, copies of (i) each fully an executed Equity debt commitment letter, from the Debt Financing Sources (such commitment letter, together with any Fee Letter and all, exhibits and schedules thereto, collectively, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources have agreed, subject to the terms and conditions therein, to provide debt financing for the Mergers and the other transactions contemplated hereby (the debt financing pursuant to the Debt Commitment Letter (the financing provided for therein being collectively or otherwise shall be referred to herein as the “Equity Debt Financing”) ), and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and any fee letter from or letters associated with the financial institutions identified thereinDebt Commitment Letter (collectively, the “Debt Financing Commitment Fee Letter” and”); provided, together with however, that the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” fees and other commercially sensitive information, information in the any fee letter entered into (including provisions in connection with the Debt Financingsuch fee letter related solely to fees, may have been redacted to the extent“flex terms” and economic terms, in each case, they that do not adversely affect the amount, conditionality or availability of the Debt Financing may have been redacted). As of the date of this Agreement, (A) the Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Acuren, and, to Acuren’s Knowledge, each other party thereto, subject to the Bankruptcy and Equitable Exceptions, and (B) the Debt Commitment Letter has not been amended or modified and the respective commitments contained therein have not been withdrawn, terminated or rescinded in any respect, and to Acuren’s Knowledge, no such withdrawal, termination or rescission is contemplated. Subject to the terms and conditions in the Debt Commitment Letter, the aggregate proceeds of the Debt Financing, together with cash on hand, are Permissible Redacted Termsin an aggregate amount sufficient to pay all obligations of Acuren and Merger Subs under this Agreement, including payment of the aggregate cash portion of the Merger Consideration and other amounts required to be paid under Article II at the Closing. All commitment and other 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, none neither Acuren nor any of the Financing Commitment Letters its Affiliates has been withdrawnentered into any agreement, terminated, repudiated, rescinded, amended, amended and restated side letter or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, other arrangement relating to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Debt Commitment Letter provided to and the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingFee Letter.

Financing. Buyer or Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) obtained a fully executed commitment letter (the “Debt Commitment Letter”) from GSO Capital Partners LP (together with all exhibits, schedules, and annexes any other lender that becomes a party thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” andLender”), a true and complete copy of which has been provided to Seller (together with each related fee letter (subject to redaction so long as such redaction does not cover terms that would adversely affect the Equity Commitment Lettersconditionality, availability or term of the “Financing Commitment Letters”) to provideFinancing)), on the terms and providing for, subject only to the conditions expressly stated therein, debt financing in the amounts and qualifications set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationall funds necessary, in the fee letter entered into in connection with the Debt Financingwhich, may have been redacted subject to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction fulfilment of the conditions set forth in Section 7.02(athis Agreement, are available to Buyer, together with its cash on hand, to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, the Debt Commitment Letter and the financing commitment contained therein, (i) and Section 7.02(b) on have not been amended, restated, withdrawn, rescinded or otherwise modified or waived, and, no such amendment, restatement, withdrawal, rescission or other modification or waiver of the Closing Date. Each Financing Debt Commitment Letter is enforceable against Parentcontemplated and (ii) is in full force and effect, Merger Sub (to and constitute the extent Parent or Merger Sub is a party thereto) legal, valid and binding obligations of Buyer and, to the knowledge Knowledge of ParentBuyer, such the other Persons party thereto in accordance with its termsparties thereto, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, moratorium or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There are no conditions precedent related to the funding of the financing described in the Debt Commitment Letter or contingencies that would permit the Lender, Buyer or Parent to reduce the total amount of the Financing, other than as set forth in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date hereof. As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would that constitutes or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub orBuyer and, to the knowledge Knowledge of ParentBuyer, any other parties thereto, under any the Debt Commitment Letter. As of the Financing Commitment Letters. Assuming date of this Agreement, assuming the satisfaction accuracy of the conditions Seller’s representations and warranties set forth in Section 7.01 this Agreement and Section 7.02 on the Closing Dateperformance by Seller of its obligations under this Agreement, as of the date hereof, Parent does not have any Buyer has no reason to believe that any of the full amount under conditions to the Financing contemplated by the Debt Commitment Letters Letter will not be satisfied or that the Financing will not be available to Parent or Merger Sub Buyer on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereofthis Agreement, there are no side letters or other agreements, Contracts or written arrangements or understandings to which Parent Buyer or any Equity Investor of its Affiliates is a party that would adversely affect related to the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Debt Commitment Letter and any customary fee letters (a redacted version of which has been provided to Seller as described above) and non-disclosure agreements that do not impact the Company on conditionality or prior to amount of the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.

Financing. Parent has delivered to the Company true, Partnership (a) a correct and complete copiesfully executed copy of each of the bridge term loan credit facility commitment letter and the revolving credit facility commitment letter, dated as of the date hereof, among Parent, Truist Bank, Trust Securities, Inc, Bank of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) America, N.A. and (ii) a fully executed commitment letter (together with BofA Securities, Inc. including all exhibits, schedules, schedules and annexes theretoto such letter in effect as of the date of this Agreement and (b) correct and complete fully executed copies of the fee letter from the financial institutions identified thereinletters referenced therein (together, the “Debt Financing Commitment Letter” and, together with ”) (it being understood that each such fee letter has been redacted to remove the Equity Commitment Lettersfee amounts, the “Financing Commitment Letters”) to provide, on the terms rates and subject only to the conditions expressly stated therein, debt financing amounts included in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationeconomic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Committed Financing). Pursuant to, and subject to the terms and conditions of, the Debt Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Committed Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the fee letter entered into in connection with the Debt Financing, may Commitment Letter have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to otherwise modified in any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or respect prior to the Closing Date in connection with the consummation execution and delivery of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such no withdrawal, rescission, amendment, restatement or other Persons party thereto modification in accordance with its terms, any respect is contemplated (except as enforcement may be limited by bankruptcy, insolvency, reorganization contemplated or similar Applicable Laws affecting creditors’ rights generally and by general principles as permitted as of equitythe date hereof in the Debt Commitment Letter). As of the date hereofexecution and delivery of this Agreement, the Financing Debt Commitment Letters are Letter is in full force and effect and assuming constitutes the satisfaction or waiver legal, valid and binding obligation of each of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with its terms against Parent and, to the knowledge of Parent, each of the other parties thereto, subject to the Equitable Exceptions. There are no conditions precedent related to the funding of the full amount of the Committed Financing pursuant to the Debt Commitment Letter, other than as expressly set forth in Section 7.01 the Debt Commitment Letter. Subject to the terms and Section 7.02 on conditions of the Closing DateDebt Commitment Letter, Parent has the net proceeds contemplated from the Committed Financing will be in an amount sufficient to pay the Payoff Amounts, all amounts required in connection with the Redemptions and to pay the expenses reasonably expected to be incurred in connection with this Agreement and the other transactions contemplated hereby (such amount, the “Required Amount”). As of the execution and delivery of this Agreement, (i) no reason to believe that any event has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default default) or breach result in a failure to satisfy a condition precedent, in each case, on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties theretoparty to the Debt Commitment Letter, under any of the Financing Debt Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Letter and Section 7.02 on the Closing Date, as of the date hereof, (ii) Parent does not have any reason to believe that any of the full amount under conditions to the Committed Financing Commitment Letters will not be satisfied or that the Committed Financing will not be available to Parent or Merger Sub on the Closing Date. As of Parent or its Subsidiaries have fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date hereof, of this Agreement in connection with the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinCommitted Financing. As of the date hereof, there are no side letters or other agreements, contracts or arrangements or understandings to which Parent or any Equity Investor of its Affiliates is a party that would reasonably be expected to adversely affect the availability or amount of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereofCommitted Financing. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. The obligations of Parent and Merger ▇▇▇▇▇▇ Sub acknowledge and agree that their obligation hereunder are not subject to consummate any condition regarding Parent’s or any other Person’s ability to obtain financing for the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingother transactions contemplated by this Agreement.

Financing. Parent has delivered to the Company true, correct and complete copiesCompany, as of the date hereofof this Agreement, true, complete and correct copies of (i) each fully an executed Equity commitment letter, dated as of the date hereof (the “Debt Commitment Letter“, provided that, for purposes of this Agreement, the Debt Commitment Letter (shall also include, after the date hereof, to the extent alternative financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully from alternative financial institutions is obtained in accordance with this Agreement, any executed commitment letter for such alternative financing), among Parent and ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Capital Finance, LLC, 1903 Onshore Funding, LLC and Special Value Continuation Partners, LP (collectively, the “Debt Commitment Parties“; the Debt Commitment Parties, together with all exhibitswith, schedules, and annexes thereto) and fee letter to the extent alternative financing from the alternative financial institutions identified thereinis obtained in accordance with this Agreement, any such alternative financial institutions, collectively, the “Debt Financing Sources“) pursuant to which the Debt Commitment Parties (or Debt Financing Sources, as applicable) 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“ which includes, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financing), and (ii) executed equity commitment letters, dated as of the date hereof (the “Equity Commitment Letters“, and together with the Debt Commitment Letter” , the “Commitment Letters“), pursuant to which Family LLC and ▇▇▇▇▇▇ Equities VII, LLC, respectively (the “Equity Financing Sources“ and, together with the Equity Commitment LettersDebt Financing Sources, the “Financing Commitment Letters”Sources“) have committed, subject to provide, on the terms and subject only conditions thereof, to invest up to the conditions expressly stated therein, debt financing in the respective amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flex” Equity Financing“, and other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”Financing“), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing The Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereofof this Agreement, and are legal, valid and binding obligations of Parent does not have any reason to believe that and the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Dateother parties thereto. As of the date hereof, the Equity Commitment Letter contains all no amendment or modification of the conditions precedent Commitment Letters has been or made and other conditions to the obligations of respective commitments contained in the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinCommitment Letters have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements, arrangements or understandings agreements to which Parent or any Equity Investor its Affiliates is a party that would adversely affect relating to the availability funding of the Equity Financing other than the Commitment Letters, the Rollover Agreement, the Exchange Agreement and any customary fee letters or engagement letters that do not impact the conditionality or amount of the Financing. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Commitment Letters and/or the Financing that are due and payable on or prior to the date hereof (to the extent not otherwise waived by the applicable Financing Source). As of the date of this Agreement, assuming the accuracy in all material respects of the representations and warranties set forth in Article III, neither Parent nor Merger Sub has any reasonable basis to believe that 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 close set forth in any of the Commitment Letters, in each case, in accordance with the terms therein, on or prior to the Closing Date. There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in or contemplated by the Equity Commitment Letter provided to the Company on or prior to the date hereofLetters. Each Equity Commitment Letter provides, and The Financing will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. provide Parent and Merger Sub acknowledge with financing on the Closing Date sufficient to pay all cash amounts required to be paid by Parent and agree that their obligation Merger Sub under this Agreement in connection with the Merger, together with any fees and expenses of or payable by Parent and Merger Sub with respect to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned Financing on the availability of Debt FinancingClosing Date.

Financing. (a) Parent has delivered delivered, and caused Parent Sponsor to deliver, to the Company a true, complete and correct and complete copies, as copy of the date hereof, of (i) each fully executed Equity Commitment Letter Letter, pursuant to which, upon the terms and subject to the conditions set forth therein, Parent Sponsor has agreed to directly or indirectly invest in Parent the Closing Payment Commitment for the purpose of delivering the Total Merger Consideration and the other permitted purposes expressly set forth therein (the financing provided for therein being collectively referred to as the “Equity Financing”) or to pay to the Company any monetary damages up to the Damages Commitment. The Equity Commitment Letter provides that the Company is an express third party beneficiary of and is entitled to enforce (ii) a fully executed commitment letter (together with all exhibitssubject to the terms and conditions set forth therein), schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment LettersLetter, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationwhich, in the fee letter entered into case of the Closing Payment Commitment for the purposes of delivering the Total Merger Consideration is solely in connection with the Debt FinancingCompany’s exercise of its rights under Section 8.13 or Section 7.5. (b) As of the date hereof, may have been redacted the Equity Commitment Letter is in full force and effect and constitutes the valid, binding and enforceable obligation of Parent or Merger Sub and Parent Sponsor, as applicable, and, to the extentKnowledge of Parent and Merger Sub, the other parties thereto, enforceable in each caseaccordance with their respective terms, they are Permissible Redacted Termsexcept as enforcement may be limited by the Enforceability Exceptions. As of the date hereof, none there are no conditions precedent related to the funding of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate full amount of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment LetterFinancing, as applicable, other than the net proceeds contemplated by conditions precedent expressly set forth in the Equity Commitment LettersLetter. The Equity Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement, and the net proceeds contemplated by the Debt Financing Commitment Letterrespective commitments contained therein have not been terminated, will reduced, withdrawn or rescinded in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or respect prior to the Closing Date in connection with the consummation date of the transactions contemplated by this Agreement (the “Required Amount”)Agreement, assuming the satisfaction of the conditions set forth in Section 7.02(a) 6.1 and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter 6.2, no such termination, reduction, withdrawal or rescission is enforceable against Parentcontemplated by Topco, Merger Sub (to the extent Parent or Merger Sub is a party thereto) andor Parent Sponsor or, to the knowledge Knowledge of ParentTopco, such Parent and Merger Sub, any other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equitythereto. As of the date hereof, neither Topco, Parent nor Merger Sub is in default of or breach under the Financing terms and conditions of the Equity Commitment Letters are in full force and effect and Letter, and, assuming the satisfaction or waiver of the conditions set forth in Section 7.01 6.1 and Section 7.02 on 6.2, to the Closing DateKnowledge of Topco, Parent has and Merger Sub, no reason to believe that any event has occurred whichthat, with or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach on or a failure to satisfy a condition under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Equity Commitment Letters. Assuming Letter. (c) As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.02 on the Closing Date6.2, as each of the date hereofTopco, Parent does not have any and Merger Sub has no reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all (i) any of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company will not be satisfied on or prior to the date hereof. Each Closing Date or (ii) the Equity Financing in the aggregate amounts contemplated by the Equity Commitment Letter provideswill not be available to Topco, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge on the Closing Date. Each of Topco, Parent and agree Merger Sub acknowledges that Parent’s obligations under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their obligation Affiliates’, or any other Person’s (including, for the avoidance of doubt, the Company or any of its Subsidiaries) ability to consummate obtain the Equity Financing for the consummation of the Contemplated Transactions. (d) There are no side letters, understandings or other agreements or arrangements of any kind relating to the Equity Commitment Letter or the Equity Financing that could affect the availability or amount of the Equity Financing contemplated by the Equity Commitment Letter in any respect. No fees are required to be paid by Topco or Parent in connection with the provision of the Equity Commitment Letter or the drawing on any commitment made by Parent Sponsor pursuant to the Equity Commitment Letter. (e) The Equity Financing, when funded in accordance with the Equity Commitment Letter, will provide Parent or Merger Sub with cash proceeds on the Closing Date sufficient to enable Parent and pay Merger Sub to perform all of their payment obligations under this Agreement at the Aggregate Closing, including to (i) deliver the Total Merger Consideration is and all other amounts required to be paid under Article II, (ii) pay any fees and expenses required to be made by or on behalf of Parent or Merger Sub at Closing, and (iii) cause the Company to repay the Term B Loan to the extent required in connection with the transactions described in this Agreement or the Equity Commitment Letter. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, each of Topco, Parent and Merger Sub has no reason to believe that the representations and warranties contained in the immediately preceding sentence will not conditioned on be true at and as of the Closing Date. Notwithstanding anything elsewhere in this Agreement to the contrary, in no event shall the receipt or availability of Debt Financingany funds or financing (including the Equity Financing contemplated by the Equity Commitment Letter) by or to Topco, Parent, Merger Sub or any of their respective Affiliates or any other financing transaction be a condition to any of the obligations of Topco, Parent or Merger Sub hereunder.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, copies as of the date hereof, of this Agreement of (i) each a fully executed Equity Commitment Letter debt commitment letter, dated as of the date of this Agreement (the financing provided for therein being collectively referred to as including all exhibits and schedules thereto, the “Equity FinancingDebt Commitment Letter”) ), by and among inter alia Parent and the Financing Parties specified therein and (ii) a fully the executed commitment letter fee letter, dated the date of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Debt Commitment Letters (with only fee amounts and customary “flex” terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability, or aggregate principal amount of the Debt Financing) (the “Fee Letter” and together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinDebt Commitment Letter, the “Debt Financing Commitment Letter” and, together with Letters”). Pursuant to the Equity Debt Commitment Letters, the “Financing Commitment Letters”) and subject to provide, on the terms and subject only conditions thereof, the Financing Parties party thereto have committed to the conditions expressly stated therein, debt financing in provide Parent and/or its Subsidiary party thereto with the amounts set forth therein; provided that fee amounts and pricing termsin the Debt Commitment Letters for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letters, together with any replacement debt financing, including terms any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). (b) As of the date of this Agreement, the Debt Commitment Letters are in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded, reduced or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as set forth therein with respect to “market flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and other commercially sensitive informationsimilar entities who had not executed the Debt Commitment Letters as of the date of this Agreement), and the Debt Commitment Letters, in the fee letter entered into in connection with form so delivered, constitute the Debt Financinglegal, may have been redacted valid and binding obligations of, and are enforceable against, Parent, its Subsidiary party thereto and, to the extentKnowledge of Parent, each of the other non-affiliated parties thereto, subject, in each case, they are Permissible Redacted Terms. As of to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or before the date hereofof this Agreement, none and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, Parties party thereto to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and provide the Debt Financing is funded in accordance with or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming Financing. Assuming the satisfaction of the conditions set forth in Section 7.02(a6.3(a) and Section 7.02(b) 6.3(b), Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in any of the Debt Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date of this Agreement that any Financing Party party thereto will not perform its obligations thereunder. Each Financing Commitment Except for customary engagement letters and for the redacted Fee Letter is enforceable against Parent, Merger Sub (provided to the extent Company in accordance with clause (a) above, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or Merger Sub any of its Subsidiaries is a party thereto) and, relating to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization Debt Commitment Letters or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. the Debt Financing. (d) As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitutes, or would reasonably be expected to constitute constitute, a default or breach on the part of by Parent or Merger Sub its Subsidiaries or, to the knowledge Knowledge of Parent, any other parties party thereto, under of any term of the Financing Debt Commitment Letters. Assuming The Debt Financing, when funded in accordance with the satisfaction Debt Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letters (including with respect to fees and original issue discount), together with cash and the other sources of the conditions set forth in Section 7.01 and Section 7.02 immediately funds available to Parent on the Closing Date, as shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under this Agreement and the Debt Commitment Letters, including the payment of the date hereofCash Consideration, Parent does not have the Preferred Merger Consideration and any reason to believe that the full amount under the Financing Commitment Letters will not be available to fees and expenses of or payable by Parent or Merger Sub on the Closing Date. As or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the date hereofCompany and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letters (such amounts, collectively, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity “Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Amounts”). (e) Parent and Merger Sub expressly acknowledge and agree that their obligation obligations under this Agreement to consummate the Merger and pay or any of the Aggregate Merger Consideration is other transactions contemplated by this Agreement, are not subject to, or conditioned on on, the receipt or availability of any funds or the Debt Financing.

Financing. Parent has delivered to the Company truetrue and correct copies of an executed commitment letter, correct together with the related fee letter (subject to customary redactions), each in effect as of the date of this Agreement from the financial institutions party thereto (together, as they may be amended, modified or replaced in accordance with this Section 5.14, the “Debt Commitment Letter”), to provide debt financing in an aggregate amount set forth therein and complete copiessubject to the terms and conditions set forth therein (together with any replacement debt financing in respect thereof, being collectively referred to as the “Debt Financing”). As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified in any manner, and to the Knowledge of Parent, no amendment or modification of the Debt Commitment Letter that will reduce the amount of Debt Financing or materially increase the conditionality of such Debt Financing is contemplated, provided, however, Parent may amend, supplement, modify or replace the Debt Commitment Letter as in effect at the date hereof (a) to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement, (b) to increase the amount of indebtedness, (c) to effectuate “flex” terms or (d) to replace the commitment under the Debt Commitment Letter by the amount of the commitment obtained on the Term Facility Effective Date as contemplated by the Debt Commitment Letter. As of the date of this Agreement, the commitment contained in the Debt Commitment Letter has not been terminated, reduced, withdrawn or rescinded in any respect and, to the Knowledge of Parent, no such termination, reduction, withdrawal or rescission is contemplated other than expressly contemplated thereunder. Parent has paid in full any and all commitment fees or other fees and amounts in connection with the Debt Commitment Letter that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Debt Commitment Letter is in full force and effect and is the valid, binding and enforceable (in accordance with its terms) obligation of Parent and, to the Knowledge of Parent, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred other parties thereto, subject to as the “Equity Financing”) applicable bankruptcy, insolvency, reorganization, moratorium and (ii) a fully executed commitment letter (together with all exhibits, schedules, similar Laws affecting creditors’ rights and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only remedies generally. There are no conditions precedent or other contingencies related to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms funding of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with full amount (or any portion) of the Debt Financing, may have been redacted other than as expressly set forth in the Debt Commitment Letter, including any condition or other contingency relating to the extent, in each case, they are Permissible Redacted Terms. As availability of the date hereof, none of the Debt Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related pursuant to any Person that is not an Affiliate of Parent“flex” provision, to other than as expressly set forth in the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this AgreementDebt Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will together with available cash on hand at Parent and the Company, will, in the aggregate, be sufficient for Parent, Merger Sub Parent and the Surviving Corporation Company to pay all of the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid provided by Parent or Merger Sub on or prior to the Closing Date in connection with for the consummation of the transactions contemplated by this Agreement (Agreement, including the “Required Amount”), assuming amounts payable in connection with the satisfaction consummation of any of the conditions set forth in Section 7.02(aMergers, all related fees and expenses required to be paid as of the date of the consummation of the Mergers and the funds to be provided by (or on behalf of) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (Parent to the extent Parent Company to enable the Company to fund the repayment or Merger Sub is a party thereto) and, to refinancing of the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityCompany Credit Agreements. As of the date hereofof this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter that could affect the availability of the Debt Financing contemplated by the Debt Commitment Letters are in full force and effect Letter (other than original issue discount provisions as part of the “flex” terms). As of the date of this Agreement and assuming the satisfaction or waiver (to the extent permitted by law) of the conditions set forth in Section 7.01 to Parent’s and Section 7.02 on Merger Subs’ obligation to consummate the Closing DateMergers, Parent has (a) no reason to believe that any event has occurred which, which (with or without notice, lapse of time or both, would or would reasonably be expected to ) could constitute a default or breach on or failure to satisfy a condition by Parent under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Debt Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Letter and Section 7.02 on the Closing Date, as of the date hereof, (b) Parent does not have any reason to believe that any of the full amount under conditions to the Debt Financing Commitment Letters will not be satisfied by Parent on a timely basis or that the Debt Financing will not be available to Parent or Merger Sub on the Closing Date. As date of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingClosing.

Financing. Parent has delivered to the Company true, correct true and complete copies, as copies of (a) a fully executed commitment letter dated on or about the date hereofof this Agreement (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.04, the “Equity Funding Letter”) from the Guarantors providing for an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth therein (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (iib) a fully executed commitment letter and Redacted Fee Letter dated on or about the date of this Agreement from the financial institutions identified therein (together with all exhibits, schedulesannexes, schedules and annexes thereto) term sheets attached thereto and fee letter as amended, modified, supplemented, replaced or extended from time to time after the financial institutions identified thereindate of this Agreement in compliance with Section 5.04, collectively, the “Debt Financing Commitment Letter” and, together with the Equity Commitment LettersFunding Letter, the “Financing Commitment Letters”) ), providing, subject to provide, on the terms and subject only to the conditions expressly stated therein, for debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein (being collectively referred to as the “market flexDebt Financing” and other commercially sensitive informationand, in the fee letter entered into in connection together with the Debt Equity Financing, may have been redacted collectively referred to as the extent, in each case, they are Permissible Redacted Terms“Financing”). As of the date hereofof this Agreement, none neither of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, no such amendment or modification is contemplated, and, to the knowledge Knowledge of Parent, there is none of the respective obligations and commitments contained in such letters have been withdrawn, terminated or rescinded in any respect and, to the Knowledge of Parent, no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment termination or rescission is contemplated. Parent or Merger Sub has fully paid any and restatement, modification all commitment fees or waiver, except other fees in connection with the Financing Letters that are payable on or prior to the extent date of this Agreement and will continue to pay in full any such amendment is not prohibited under this Agreementamounts required to be paid pursuant to the terms of the Financing Letters as and when they become due and payable on or prior to the Closing Date. Assuming (i) the Equity Financing is funded in accordance with the Equity Commitment Letters Financing Letters, (ii) the accuracy in all material respects of the representations and warranties set forth in Sections 3.02, 3.05(b) and (c), 3.06(b) (as it relates to Section 5.01(b)(i)) and 3.16(a)(ii) and (iii) the Debt Financing is funded performance by the Company and its Subsidiaries of the covenants and agreements contained in accordance with the Debt Financing Commitment Letter, as applicableSections 5.01(b)(i) and 5.01(b)(ii) of this Agreement, the net proceeds contemplated by the Equity Commitment LettersFinancing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the net proceeds contemplated by maximum amount of flex (including original issue discount flex) provided under the Debt Financing Commitment Letter), will in the aggregate, aggregate be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the aggregate Offer Price and Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement, the Equity Funding Letter or the Debt Commitment Letter) and any other amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment consummation of the Aggregate Merger ConsiderationTransactions (including all amounts payable in respect of Company Stock Options, to make any repaymentCompany Restricted Shares, repurchase or refinancing of debt of the Company RSUs, Company DSUs and its Subsidiaries contemplated by PSU Awards under this Agreement, ) and to pay any other amounts required to be paid all related fees and expenses payable by Parent or Merger Sub on or prior to the Closing Date them in connection with the consummation of the transactions contemplated by this Agreement Transactions (such amount, the “Required Amount”). The Financing Letters are (x) legal, assuming the satisfaction valid and binding obligations of the conditions set forth in Section 7.02(a) Parent and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against ParentMerger Sub, Merger Sub (to the extent Parent or Merger Sub is a party thereto) as applicable, and, to the knowledge Knowledge of Parent, such each of the other Persons party thereto parties thereto, (y) enforceable in accordance with its termstheir respective terms against Parent and Merger Sub, as applicable, and, to the Knowledge of Parent, each of the other parties thereto, in each case except as enforcement such enforceability may be limited by bankruptcythe Bankruptcy and Equity Exception and (z) as of the date of this Agreement, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally in full force and by general principles of equityeffect. As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge Knowledge of Parent, any other parties thereto, thereto under any the Equity Funding Letter or the Debt Commitment Letter. As of the Financing Commitment Letters. Assuming the date of this Agreement, assuming satisfaction or waiver of the conditions set forth in Section 7.01 to Parent’s and Section 7.02 on Merger Sub’s obligations to consummate the Closing Date, as of Offer and the date hereofMerger, Parent does not have any reason to believe that the full amount under conditions precedent set forth in the Financing Commitment Letters will not be satisfied or that the Required Amount will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the The only conditions precedent and other conditions (including the market “flex” provisions) related to the obligations of the parties thereunder Guarantors to make fund the full amount of the Equity Financing available and the lenders to Parent on fund the terms thereinfull amount of the Debt Financing are those expressly set forth in the Equity Funding Letter and the Debt Commitment Letter, respectively. As of the date hereofof this Agreement, there are no side letters or other agreements, Contracts or arrangements or understandings (except for the portions of the Redacted Fee Letter permitted to be redacted hereunder) to which Parent or any Equity Investor of its Affiliates is a party that would adversely affect related to the availability of the Equity Financing on the Closing Date, other than as expressly set forth contained in the Equity Commitment Letter provided Financing Letters delivered to the Company on or prior to the date hereof. Each Equity Commitment Letter providesof this Agreement that would (A) impair the enforceability of any of the Financing Letters, (B) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and will continue to provide, original issue discount contemplated by the Financing Letters on the date of this Agreement) such that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation aggregate amount of the Financing would be below the amount required to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on Required Amount, (C) impose new or additional conditions precedent to the availability Financing, (D) otherwise adversely modify any of Debt the conditions precedent to the Financing or (E) reasonably be expected to prevent, impair or materially delay the consummation of the Financing.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, as of the date hereof, copies of (i) each a fully executed Equity Commitment Letter commitment letter, dated as of July 29, 2013, between Jefferies Finance LLC and Parent (the financing provided for “Debt Financing Letter”), including the term sheets attached thereto, and a customarily redacted fee letter (including with respect to fees and other economic terms) related to such Debt Financing Letter, pursuant to which the lender set forth therein being collectively referred has agreed to as lend, subject only to the conditions contained therein, the amounts set forth therein (the “Equity Debt Financing”) ), and (ii) a fully executed commitment letter Equity Financing Letter, dated as of July 29, 2013, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (together with all exhibits, schedules, and annexes theretothe “Sponsor”) and fee letter from the financial institutions identified therein, Parent (the “Debt Equity Financing Commitment Letter” and, and together with the Equity Commitment LettersDebt Financing Letter, the “Financing Commitment LettersCommitments”) ), pursuant to providewhich the Sponsor has committed to invest, on the terms and subject only to the conditions expressly stated contained therein, debt financing in the amounts amount set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flexEquity Financing” and other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to and each for the extent, in each case, they are Permissible Redacted Terms. As purposes of consummating the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid the “Financing”). (b) The Financing Commitments are the only agreements entered into by Parent or Merger Sub on any Affiliate of Parent with respect to the Financing and there are no side letters or other oral or written agreements, arrangements or understandings relating to the Financing Commitments that could adversely affect the availability of the full amount of the Financing. None of the Financing Commitments has been amended or modified prior to the Closing Date in connection with the consummation date of the transactions contemplated by this Agreement (the “Required Amount”)Agreement, assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, no such amendment or modification is contemplated and the respective commitments contained in the Financing Commitment Letters are Commitments have not been withdrawn or rescinded in full force and effect and assuming the satisfaction or waiver any respect, and, as of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Datedate of this Agreement, Parent has no reason to believe that any 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 thereunder by Parent, Merger Sub, or breach on (in the part case of Parent or Merger Sub orthe Debt Financing Letter only, to the knowledge Knowledge of Parent, any ) the other parties thereto, under any of the . The Financing Commitment Letters. Assuming the satisfaction of the conditions set forth Commitments are in Section 7.01 full force and Section 7.02 on the Closing Date, effect as of the date hereofof this Agreement and are legal, valid and binding obligations of Parent and (in the case of the Debt Financing Letter only, to the Knowledge of Parent) the other parties thereto (subject to the Bankruptcy and Equity Exception). All commitment fees and other fees required to be paid pursuant to each of the Financing Commitments have been paid in full or shall be duly paid in full when due. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Financing Commitments. Upon funding of the Financing contemplated by the Financing Commitments, Parent and Merger Sub shall have (together with any cash available to the Company) on and after the Offer Closing funds sufficient to pay the aggregate Offer Price and Merger Consideration (and any repayment or refinancing of debt or letters of credit required to be repaid or refinanced as a result of the transaction contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, including all related fees and expenses. As of the date of this Agreement, Parent does not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied or that the Financing will not be available to Parent or and Merger Sub on Subsidiary at the Closing Date. As as contemplated in the Financing Commitments; provided that Parent is not making any representation regarding the accuracy of the date hereof, the Equity Commitment Letter contains all of the conditions precedent representations and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly warranties set forth in the Equity Commitment Letter provided to Article 5, or compliance by the Company on or prior to the date hereof. Each Equity Commitment Letter provideswith its obligations hereunder. (c) Notwithstanding any other provision of this Agreement, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent Parent’s and Merger Sub acknowledge and agree that their obligation Sub’s obligations under this Agreement, including its obligations to consummate the Offer and the Merger, are not subject to any condition regarding Parent’s, Merger and pay Sub’s, their respective Affiliates’ or any other Person’s ability to obtain financing for the Aggregate Merger Consideration is not conditioned on consummation of the availability of Debt FinancingOffer or the Merger.

Financing. (a) Parent has delivered to the Company true, true and correct and complete copies, as copies of the date hereof, of (i) each fully an executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed debt commitment letter (together with all exhibits, schedules, and annexes thereto) related term sheet and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters(redacted for confidential terms) (collectively, the “Financing Commitment LettersCommitments”) with Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. pursuant to providewhich, on and subject to the terms and subject only conditions thereof, the Financing Sources have committed to the conditions expressly stated therein, debt financing provide Parent with loans in the amounts set forth described therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, of which may be sufficient for Parent, Merger Sub and the Surviving Corporation used to pay the amounts required to be paid in connection with consummate the Merger and the other transactions contemplated herebyhereby (such loans and any financing arrangements or securities offerings to supplement or supersede such loans, including payment of as the Aggregate Merger Considerationcontext requires, to make any repaymentthe “Financing”). “Financing Sources” means Deutsche Bank AG Cayman Islands Branch, repurchase or refinancing of debt of the Company Deutsche Bank Securities Inc., Citigroup Global Markets Inc., and its Subsidiaries contemplated by this Agreementtheir respective affiliates, to pay and any other amounts required entities that have committed or will commit to be paid by Parent provide or Merger Sub on or prior to arrange the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing DateFinancing. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to To the knowledge of Parenteach party, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would could reasonably be expected to constitute a default material breach by any party hereto or breach on the part of Parent or Merger Sub or, failure to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions satisfy a condition precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided Financing Commitments. Notwithstanding anything in this Agreement to the contrary, the Financing Commitments may be superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by new Financing Commitments, including financing commitments from one or more additional or other parties, in accordance with this Section 5.13 (the “New Financing Commitments”); provided, however, that, without the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), any such New Financing Commitments shall not (A) reduce the aggregate amount of the Financing (except to the extent of any proceeds of any securities offering of Parent or one of its Subsidiaries after the date hereof), (B) add new (or modify, in a manner materially adverse to Parent, any existing) conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in the Financing Commitments or the Definitive Financing Agreements or (C) prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. In such event, the term “Financing Commitments” as used herein shall be deemed to include the New Financing Commitments to the extent then in effect. Parent shall deliver to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, copies of any such New Financing Commitments as promptly as practicable (and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingno later than one Business Day) after execution thereof.

Financing. Parent has delivered On the Closing Date the Purchaser will have at the Closing all immediately available funds necessary to consummate the Purchase and pay the Purchase Price for the Securities to be acquired hereunder on the terms and conditions contemplated by this Agreement, and to pay any fees and expenses of or payable by Purchaser, as and when expressly contemplated by this Agreement, and to pay or otherwise perform all obligations of Purchaser under the other Transaction Documents (except with respect to the Company trueBond Offering). Purchaser is a party to and has accepted a fully executed commitment letter, correct and complete copies, dated as of the date hereofhereof (the “Equity Commitment Letter”), of from a certain Person (ithe “Equity Investor”) each fully executed pursuant to which the Equity Investor has agreed, subject to the terms and conditions thereof, to invest in Purchaser the amounts set forth therein. The Equity Commitment Letter (provides that the Company is a third-party beneficiary thereof, in accordance with and subject to the terms and conditions set forth therein, and is entitled to enforce such agreement. The equity financing provided for therein being collectively committed pursuant to the Equity Commitment Letter is referred to in this Agreement as the “Equity Financing”) . Purchaser has delivered to the Company a true, complete and (ii) a fully correct copy of the executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Equity Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than Except as expressly set forth in the Equity Commitment Letter provided Letter, there are no conditions precedent to the Company on obligations of the Equity Investor to provide the Equity Financing or prior any contingencies that would permit the Equity Investor to reduce the date hereoftotal amount of the Equity Financing. Each The Equity Commitment Letter providesconstitutes the legal, valid binding and enforceable obligations of Purchaser and all the other parties thereto and is in full force and effect. As of the date of this Agreement, the Equity Commitment Letter has not been modified, amended or altered, no such amendment, modification, or alteration is contemplated and none of the commitments under the Equity Commitment Letter have been terminated, reduced, withdrawn or rescinded in any respect. The Equity Commitment Letter will continue to providenot be amended, that modified or altered at any time through the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingClosing.

Financing. (a) As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct and complete copiescopy of a fully executed debt commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter this Agreement (together with all exhibits, schedules, annexes and annexes joinders thereto) and fee letter , as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the financial institutions identified thereinterms of this Agreement, the “Debt Commitment Letter”) and fully executed fee letters (together with all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the terms of this Agreement, the “Fee Letters”) relating thereto (except that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted so long as no such redaction covers terms that would adversely affect the amount, conditionality, or availability of the Debt Financing) (such Debt Commitment Letter and Fee Letters are referred to collectively herein as the “Debt Financing Commitment”), among Parent, JPMorgan Chase Bank, N.A. and JPM Securities LLC (together with JPMorgan Chase Bank, N.A., the “Debt Commitment Parties”), pursuant to which the Debt Commitment Parties have agreed, subject to the terms and conditions of the Debt Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein. The debt financing contemplated under the Debt Financing Commitment Letter” andis referred to herein as the “Debt Financing.” (b) As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct copy of a fully executed Investment Agreement, dated as of the date of this Agreement, by and between BCPE ▇▇▇▇▇▇ (DE) SPV, LP (the “Investor”, and together with the Equity Debt Commitment LettersParties, the “Commitment Parties”) and the Company (the “Investment Agreement” and together with the Debt Financing Commitment, the “Financing Commitment LettersCommitments”) pursuant to providethe Investor has agreed to purchase from Parent, on and Parent has agreed to issue to the Investor, shares of Parent Preferred Stock (the “Equity Commitment Share Issuance”) for an amount of cash to be paid by the Investor to Parent (the “Equity Financing”) subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts . The Equity Financing and pricing terms, including terms of Debt Financing are collectively referred to as the “market flex” and other commercially sensitive informationFinancing.” (c) The Financing Commitments are, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As as of the date hereof, none in full force and effect. The Financing Commitments are the legal, valid, binding and enforceable obligation of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such the other Persons party parties thereto in accordance with its terms, (except as to the extent enforcement may be limited by bankruptcythe Remedies Exceptions). The Financing Commitments have not been or will not be amended, insolvencymodified, reorganization supplemented, extended or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityreplaced, except as permitted under Section 5.17(f). As of the date hereof, (i) neither Parent nor, to the knowledge of Parent, any other counterparty to the Financing Commitment Letters are Commitments is in full force breach of any of its covenants or other obligations set forth in, or is in default under, the Financing Commitments and effect and (ii) assuming the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction or waiver by Parent of the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateFinancing Commitments), Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a breach or default or breach on the part of Parent or Merger Sub (or, to the knowledge of Parent, any of the Commitment Parties) under the Financing Commitments, (B) constitute or result in a failure to satisfy a condition or other parties theretocontingency set forth in the Financing Commitments, under or (C) otherwise result in any portion of the Financing Commitment Lettersnot being available on the Closing Date. As of the date hereof, Parent has not received any notice or other communication from any party to the Financing Commitments with respect to (i) any actual or potential breach or default on the part of Parent or any other party to the Financing Commitments or (ii) any intention of such party to terminate the Financing Commitments or to not provide all or any portion of the Financing. Assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.02 on 6.3 hereof and assuming the Closing Dateaccuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Financing Commitments), as of the date hereof, Parent does not and Merger Sub: (i) have any no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitment) that they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing and (ii) know of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause the Financing Commitments to be terminated, withdrawn, modified, repudiated or rescinded or to be or become unenforceable (except to the extent enforcement may be limited by the Remedies Exceptions) or (B) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Financing Commitment Letters will Commitments to not be available to Parent or and Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the there are no conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on other than as expressly set forth in the terms thereinFinancing Commitments. As of the date hereof, there There are no side letters or other agreements, arrangements contracts or understandings arrangements, whether written or oral, related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity full amount of the Financing on the Closing Date, other than as expressly set forth in or expressly contemplated by the Equity Commitment Letter provided Financing Commitments. All commitment fees or other fees or deposits required to be paid under the Company Financing Commitments on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingthis Agreement have been paid in full.

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereofof this Agreement, of (ia) each fully an executed commitment letter (the “Equity Commitment Letter Letter”) from Genstar Capital Partners V, L.P. and Genstar Capital Partners VI, L.P. to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the financing provided for therein being collectively referred to as the “Equity Financing”) and (iib) a fully an executed debt financing commitment letter from Credit Suisse Securities (USA) LLC (including any other Person that becomes party to such letter after the date hereof, the “Commitment Parties”) and the fee letters associated therewith (the “Fee Letter” and, together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereindebt financing commitment letter, the “Debt Financing Commitment Letter” and, together with the Equity Commitment LettersLetter, the “Financing Commitment Letters”) (provided, that provisions in the Fee Letter related solely to fees, economic terms (other than covenants) and “flex” provisions may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)) to provide, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flex” and other commercially sensitive informationDebt Financing”, in the fee letter entered into in connection and, together with the Debt Equity Financing, may have been redacted collectively referred to as the extent, in each case, they are Permissible Redacted Terms“Financing”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, amended or modified and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, or modification is contemplated or waiver has occurred, and, pending (other than amendments or modifications to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parentsolely to add lenders, Merger Sub (to the extent Parent or Merger Sub is a party thereto) andlead arrangers, to the knowledge of Parentbookrunners, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or syndication agents and similar Applicable Laws affecting creditors’ rights generally and by general principles of equityentities). As of the date hereof, the Financing respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated by Parent or Merger Sub or, to the knowledge of Parent, the other parties thereto. There are in full force and effect and assuming no side letters or other Contractual Obligations or arrangements that could affect the satisfaction or waiver availability of the conditions Financing other than as expressly set forth in the Commitment Letters furnished to the Company pursuant to this Section 7.01 and Section 7.02 on 5.11. As of the Closing Datedate hereof, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or or any of their respective Affiliates or, to the knowledge of Parent, any other Person, in each case under either of the Commitment Letters. The Commitment Letters are not subject to any conditions (including pursuant to any flex provisions in the Fee Letter or otherwise) other than as set forth expressly therein and are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, Merger Sub and, to the knowledge of Parent, each of the other parties thereto, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). All commitments and other fees required to be paid under the Commitment Letters prior to the date hereof have been paid in full, and as of the date hereof Parent 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 Commitment Letters inaccurate or that would reasonably be expected to cause the Commitment Letters to be ineffective. As of the date hereof, assuming the conditions set forth in Sections 7.1 and 7.3 are satisfied at Closing, Parent has no reason to believe that any of the conditions to the Financing Commitment Letterswill not be satisfied or that the full amount of the Financing will not be available in full to Holdings, Parent and Merger Sub on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 Sections 7.1 and Section 7.02 on 7.3 and the funding of the Debt Financing in accordance with the Debt Commitment Letter, the aggregate proceeds contemplated by the Commitment Letters when funded, together with cash and cash equivalents available to Parent, Merger Sub and the Surviving Corporation, will be sufficient for Merger Sub to pay the aggregate Cash Merger Consideration to be paid at the Closing Dateand any other amounts required to be paid by Holdings, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge at the Closing in connection with the consummation of the transactions contemplated hereby and agree that their obligation to consummate pay all related fees and expenses of Holdings, Parent and Merger Sub required to be paid at the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingClosing in connection therewith.

Financing. (a) Parent is a party to and has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) accepted a fully executed commitment letter dated November 5, 2019 (together as the same may be amended or replaced, in each case in accordance with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinSection 5.16(a), the “Debt Financing Commitment Letter” and, together with ”) from the Equity Commitment Letterslenders party thereto (collectively, the “Financing Commitment LettersLenders”) pursuant to providewhich the Lenders have agreed, on subject to the terms and subject only conditions thereof, to the conditions expressly stated therein, provide debt financing in the amounts set forth therein; provided that fee amounts . The debt financing committed pursuant to the Commitment Letter is collectively referred to in this Agreement as the “Financing.” (b) Parent has delivered to the Company a true, complete and pricing terms, including terms correct copy of the executed Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee, pricing, “market price flex” and other commercially sensitive informationeconomic provisions that could not reasonably be expect to affect the conditionality, enforceability, availability or principal amount of the Financing. (c) Except as expressly set forth in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, there are no conditions precedent to the net proceeds obligations of the Lenders to provide the Financing in the amount contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming . Assuming the satisfaction of the conditions set forth in Section 7.02(aSections 6.2(a) and Section 7.02(b6.2(b), Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any of the Lenders will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Financing that could affect the conditionality, enforceability, principal amount or availability of the Financing contemplated by the Commitment Letter. (d) Assuming the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b), the Financing, when funded in accordance with the terms of the Commitment Letter, together with available cash of the Company and the Company Subsidiaries, Parent, the Parent Subsidiaries and Merger Sub, will provide Parent with net cash proceeds on the Closing Date. Each Financing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Commitment Letter is enforceable against Letter, including the payment of the cash portion of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub (or the Surviving Corporation, any payments in respect of equity compensation obligations to be made in connection with the extent Parent Merger, and any repayment or Merger Sub is a party thereto) and, to the knowledge refinancing of any outstanding indebtedness of Parent, the Company and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (such other Persons party amounts, collectively, the “Merger Amounts”). (e) The Commitment Letter constitutes the legal, valid and binding obligation of all the parties thereto and is in accordance with its terms, full force and effect (except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equitythe Enforceability Exceptions). As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, which (with or without notice, lapse of time or both, ) would or would reasonably be expected to constitute a default breach or breach on failure to satisfy a condition by Parent under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Letter, and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied by Parent on a timely basis or that the Financing will not be available to Parent on the date of the Closing. Parent has paid in full any and all commitment fees or Merger Sub other fees required to be paid pursuant to the terms of the Commitment Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. As of the date hereof, (i) the Equity Commitment Letter contains all has not been modified, amended or altered, (ii) none of the conditions precedent respective commitments thereunder has been withdrawn or rescinded in any respect and other conditions (iii) to the obligations Knowledge of Parent, no modification or amendment to the parties thereunder Commitment Letter is currently contemplated (except any modification or amendment solely to make the full amount of extent necessary to add lenders, lead arrangers, book-runners, syndication agents or similar entities that have not executed the Equity Financing available to Parent on the terms therein. As Commitment Letter as of the date hereofof this Agreement (including in replacement of a Lender)). (f) In no event shall the receipt or availability of any funds or financing (including, there are no side letters for the avoidance of doubt, the Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other agreements, arrangements transactions be a condition to any of Parent’s or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingSub’s obligations under this Agreement.

Financing. Parent has delivered to the Company true, complete (other than as may be redacted as expressly permitted by this Section 4.4) and correct and complete copiescopies of (a) the executed commitment letter, dated as of the date hereof, of hereof (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with including all exhibits, schedules, schedules and annexes thereto) , and the executed fee letter from the financial institutions identified thereinassociated therewith redacted in a manner as described below, collectively, the “Debt Financing Commitments”), between Merger Sub and the Debt Financing Sources, pursuant to which the Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to lend the aggregate amounts set forth therein (the “Debt Financing”) for the purpose of funding a portion of the Financing Uses and (b) the Equity Commitment LetterLetters (the “Equity Financing Commitments”, and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which each Guarantor has committed, subject to the terms and conditions set forth therein, to invest the cash amount set forth therein (the “Equity Financing” and, together with the Equity Commitment LettersDebt Financing, the “Financing Commitment LettersFinancing”) to provide, on for the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms purposes of funding a portion of the “market flex” and other commercially sensitive informationFinancing Uses. The Equity Financing Commitments each provide that the Company is a third-party beneficiary thereof. (i) None of the Financing Commitments has been amended, in the fee letter entered into in connection with the Debt Financing, may have been redacted supplemented or modified prior to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and (ii) no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, supplement or modification is contemplated or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated pending by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge Knowledge of Parent and Merger Sub, by any other party thereto, (iii) the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect and (iv) to the Knowledge of Parent, no such withdrawal, termination or rescission is contemplated. Except for the fee letter (a complete copy of which has been provided to the Company, redacted with respect to fee amounts, “market flex” provisions, any other parties theretoeconomic terms and any other information customarily redacted, under any so long as such redaction does not cover terms that could be expected to affect the conditionality, amount, availability, enforceability or termination of the Financing Commitment Letters. Assuming Debt Financing) with respect to the satisfaction Debt Financing, there are no side letters or Contracts that could reasonably be expected to affect the conditionality, amount, availability, enforceability or termination of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Financing. Parent or Merger Sub Sub, as applicable, has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are required to be paid on or prior to the date hereof and Parent or Merger Sub, as applicable, will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date. As of the date hereof, the Equity Commitment Letter contains Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent and/or Merger Sub, as the case may be, and, to the Knowledge of Parent, each of the other parties thereto, subject to the Enforceability Exceptions. The Financing Commitments contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As To the Knowledge of Parent and Merger Sub, as of the date hereof, there are no side letters event has occurred which, with or other agreementswithout notice, arrangements lapse of time or understandings both, would reasonably be expected to which (i) constitute a default or material breach on the part of Parent or Merger Sub or any Equity Investor is a other party that would adversely affect the availability thereto under any of the Equity Financing Commitments, (ii) constitute a failure to satisfy a condition precedent as a result of actions taken or expected to be taken by Parent or Merger Sub or any other party under the Financing Commitments or (iii) result in any portion of the Financing Commitments to be provided, funded or invested in accordance with the Financing Commitments being unavailable on the Closing Date as a result of actions taken or expected to be taken by Parent or Merger Sub or any other party under the Financing Commitments. Assuming satisfaction of the conditions precedent set forth in Section 2.2(a) and Section 2.2(b), as of the date hereof (i) Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the full amount of the Financing necessary to fund the Financing Uses will not be made available to Parent or Merger Sub, as applicable, in full, in each case, on the Closing Date, other than as expressly (ii) Parent has no Knowledge that any Guarantor will not perform its obligations thereunder and (iii) Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Financing necessary to fund the Financing Uses not to be satisfied or the full amount of the Financing not to be made available to Parent or Merger Sub in full on the Closing Date. Assuming the Financing is funded and/or invested in accordance with the Financing Commitments and the accuracy of the representations and warranties of the Company set forth in Article III, the Equity Commitment Letter provided to Financing, will in the aggregate, and together with the available cash on hand at the Company on or prior at Closing, be sufficient to (i) pay the date hereof. Each Equity Commitment Letter providesaggregate Merger Consideration and the other payments pursuant to Article II, (ii) pay any and will continue all fees and expenses required to providebe paid by Parent, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Surviving Corporation in connection with the Merger and pay the Aggregate Financing, (iii) satisfy all of the other payment obligations of Parent, Merger Consideration is not conditioned on Sub and the Surviving Corporation contemplated hereunder required to be paid in connection with the Closing (clauses (i) through (iii), the “Financing Uses”). In no event shall the receipt or availability of Debt Financingany funds or financing by or to Parent or any of its Affiliates or any other financing transaction be a condition to the Closing hereunder.

Financing. Parent has True, accurate and complete copies of the following documents have been delivered to the Company true, correct and complete copies, as of prior to the date hereof, of : (i) each fully executed Equity Commitment Letter (the equity commitment letters to provide equity financing provided for therein being collectively referred to as the “Equity Financing”) and Parent and/or Merger Sub, (ii) a fully the Rollover Commitments, (iii) executed debt commitment letter letters and related term sheets (the “Debt Commitment Letters” and together with all exhibitsthe equity commitment letters described in clause (i), schedulesthe “Financing Commitments”) pursuant to which, and annexes thereto) subject to the terms and fee letter from conditions thereof, certain lenders have committed to provide Parent or the financial institutions identified Surviving Corporation with loans in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated hereby (the “Debt Financing Commitment LetterFinancing” and, together with the Equity Commitment Lettersequity financing referred to in clause (i) and the Rollover Commitments, the “Financing Commitment LettersFinancing”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereof, none each of the Financing Commitment Letters has been withdrawnCommitments, terminatedin the form so delivered, repudiatedis a legal, rescinded, amended, amended valid and restated binding obligation of Parent or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, Merger Sub and, to the extent related to any Person that is not an Affiliate Parent’s Knowledge, of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party parties thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters Commitments are in full force and effect and assuming the satisfaction have not been withdrawn or waiver terminated (and no party thereto has indicated an intent to so withdraw or terminate) or otherwise amended or modified in any respect and neither Parent nor Merger Sub is in breach of any of the terms or conditions set forth in Section 7.01 therein and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would could reasonably be expected to constitute a material breach or failure to satisfy a condition precedent set forth therein or a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any thereunder. As of the Financing Commitment Letters. Assuming date hereof, and assuming the satisfaction of the conditions set forth in Section 7.01 6.3(a) and Section 7.02 on the Closing Date(b), as of the date hereof, neither Parent does not have nor Merger Sub has any reason to believe that the full amount under it will be unable to satisfy on a timely basis any term or condition contemplated to be satisfied by it contained in the Financing Commitment Letters will not be available Commitments. Giving effect to the Rollover Commitments together with cash on hand at the Company, the proceeds from the Financing constitute all of the financing required for the consummation of the Merger and the other transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Merger Consideration and the consideration in respect of the Company Stock Options and the Company Restricted Shares under Section 2.3. Parent or Merger Sub has fully paid any and all commitment fees or other fees on the Closing Datedates and to the extent required by the Financing Commitments. As of the date hereof, the Equity Commitment Letter contains The Financing Commitments contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As Notwithstanding anything in this Agreement to the contrary, the Debt Commitment Letters may be superseded at the option of Parent or Merger Sub after the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or this Agreement but prior to the date hereofEffective Time by the New Financing Commitments in accordance with Section 5.10. Each Equity Commitment Letter providesIn such event, and will continue the term “Financing Commitment” as used herein shall be deemed to provide, that include the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation New Financing Commitments to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingextent then in effect.

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each a true and complete copy of a fully executed Equity commitment letter dated on or about the date of this Agreement from the Financing Sources (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced, waived or extended from time to time after the date of this Agreement in compliance with Section 5.20 (collectively, the “Commitment Letter Letter”)), and (ii) true and complete (other than with respect to redacted fees, fee amounts, pricing terms, pricing caps and other customarily-redacted economic terms, but which redacted information does not relate to or adversely affect the amount, availability, enforceability or conditionality of the Financing) copies of fully executed fee letter(s) and engagement letter(s) with respect to fees and related arrangements with respect to the Financing (collectively, the “Fee Letter”, and together with the Commitment Letter, the “Commitment Papers”), providing, subject to the terms and conditions therein, for debt financing provided for in the amounts set forth therein (being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereofof this Agreement, none of the Financing Commitment Letters has Papers have not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, no such amendment or modification is contemplated, and none of the respective obligations and commitments contained in the Commitment Papers have been withdrawn, terminated or rescinded in any respect and, to the knowledge Knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, termination or rescission is contemplated; provided that the existence or exercise of “market flex” or similar provisions contained in the Fee Letter shall not constitute an amendment and restatement, or modification or waiver, except to of the extent any such amendment is not prohibited under this AgreementCommitment Papers. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, Parent and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and will have sufficient cash on hand on the Surviving Corporation Closing Date to pay the aggregate Merger Consideration and all other cash amounts required payable pursuant to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any and repay and/or refinance all Indebtedness and other amounts required to be paid by Parent or Merger Sub on or prior to obligations owing as of the Closing Date in connection with pursuant to the consummation of the transactions contemplated by this Existing Company Credit Agreement (the “Required AmountRefinancing”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, the Financing Commitment Letters Papers are (y) legal, valid and binding obligations of Parent and, to the Knowledge of Parent, each of the other parties thereto, enforceable in accordance with their respective terms against Parent and, to the Knowledge of Parent, each of the other parties thereto (in each case, subject to bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies) and (z) in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any effect. No event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge Knowledge of Parent, any other parties thereto, party thereto under the Commitment Papers. The only conditions precedent (including any market “flex” provisions contained in the Commitment Papers) related to the obligations of the Financing Sources under the Commitment Letters. Assuming Papers to fund the satisfaction full amount of the conditions Financing are those expressly set forth in Section 7.01 the Commitment Papers and Section 7.02 on there are no contingencies that would permit the Closing Date, as Financing Sources to reduce the total amount of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing DateFinancing. As of the date hereofof this Agreement, the Equity Commitment Letter contains Parent has no reason to believe that it will be unable to satisfy on a timely basis all of the conditions precedent terms and other conditions to be satisfied by it in the obligations Commitment Papers on or prior to the Closing Date, nor does Parent have Knowledge that any of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinSources will not perform its obligations thereunder. As of the date hereofof this Agreement, there are no side letters letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Papers that could reasonably be expected to adversely affect the amount, availability, enforceability or understandings conditionality of the Financing contemplated by the Commitment Papers. Parent has paid in full any and all commitment fees or other fees that are required to which be paid on or before the date of this Agreement pursuant to the terms of the Commitment Papers. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent or any Equity Investor is of its Affiliates or any other financing or other transactions be a party that would adversely affect the availability condition to any of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingParent’s obligations under this Agreement.

Financing. Parent ICE has delivered to the Company true, correct NYSE Euronext a true and complete copiesfully executed copy of the commitment letter, dated as of the date hereofApril 19, 2011 among ICE and ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC, Bank of (i) each fully executed Equity Commitment Letter America, N.A., and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the financing provided for therein being collectively referred to as the “Equity FinancingICE Financing Sources”) and (ii) a fully executed commitment letter (together with ), including all exhibits, schedules, annexes and annexes thereto) and fee amendments to such letter from in effect as of the financial institutions identified therein, date of this Agreement (the “Debt Financing ICE Commitment Letter” and”, together with the Equity NASDAQ OMX Commitment LettersLetter, the “Financing Commitment Letters”) and the provision of such funds as set forth in the ICE Commitment Letter, the “ICE Financing”, together with the NASDAQ OMX Financing, the “Financing”), pursuant to provide, on which and subject to the terms and subject only conditions thereof each of ICE Financing Sources have severally agreed to the conditions expressly stated therein, debt financing in lend the amounts set forth therein; provided that fee amounts and pricing terms, including terms of for the “market flex” and other commercially sensitive information, purposes set forth in the fee letter entered into in connection with the Debt FinancingICE Commitment Letter. The ICE Commitment Letter has not been amended, may have been redacted restated or otherwise modified or waived prior to the extentdate of this Agreement, and the respective commitments contained in each casethe ICE Commitment Letter have not been withdrawn, they are Permissible Redacted Termsmodified or rescinded in any respect prior to the date of this Agreement. As of the date hereofof this Agreement, none the ICE Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Financing Commitment Letters has been withdrawnICE, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, as applicable and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of ParentICE, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except the ICE Financing Sources. Subject to the extent any such amendment is not prohibited under this Agreement. Assuming terms and conditions of the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing ICE Commitment Letter, as applicableassuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(b) and assuming compliance by NYSE Euronext in all material respects with its covenants contained in Article IV, the net proceeds contemplated by from the Equity Commitment LettersICE Financing, together with other financial resources of ICE, including cash on hand and marketable securities of ICE on the net proceeds contemplated by the Debt Financing Commitment LetterClosing Date, will will, in the aggregate, be sufficient for Parentthe satisfaction of all of the obligations of ICE under this Agreement, Merger Sub and including the Surviving Corporation to pay the payment of any amounts required to be paid pursuant to Article II and of all fees and expenses reasonably expected to be incurred in connection with the Merger and the other transactions contemplated hereby, including payment herewith. As of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing date of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent (i) (assuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(g)) no event has occurred that (with or Merger Sub without notice or lapse of time or both) would constitute a breach or default, in each case, on or prior the part of ICE under the ICE Commitment Letter or, to the Closing Date in connection with the consummation knowledge of ICE, any of the transactions contemplated by this Agreement ICE Financing Sources, and (the “Required Amount”), assuming ii) subject to the satisfaction of the conditions set forth contained in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent5.1, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent ICE has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, conditions to the knowledge of Parent, ICE Financing will not be satisfied or that the ICE Financing or any other parties thereto, under any of the Financing Commitment Letters. Assuming funds necessary for the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as all of the date hereof, Parent does not have any reason obligations of ICE under this Agreement and of all fees and expenses reasonably expected to believe that the full amount under the Financing Commitment Letters be incurred in connection herewith will not be available to Parent or Merger Sub ICE on the Closing Date. As of the date hereof, the Equity Commitment Letter contains ICE has fully paid all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters commitment fees or other agreementsfees required, arrangements or understandings as applicable, to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or be paid prior to the date hereof. Each Equity of this Agreement pursuant to the ICE Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingLetter.

Financing. Parent has delivered to the Company true, correct a true and complete copiescopy of the fully executed equity commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter this Agreement (the financing provided for “Equity Financing Commitment”), from the Persons identified therein being collectively referred (together with any Persons that become a party thereto after the date of this Agreement in accordance with the terms and conditions thereof, each, an “Equity Financing Source”), reflecting such Person’s commitment to as provide to Parent at the Closing the cash amount set forth therein, subject to the terms and conditions thereof (the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Equity Financing Commitment Letters are Commitment, in the form so delivered, is in full force and effect and assuming is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against each such party in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). As of the date hereof, the Equity Financing Commitment has not been amended, supplemented or otherwise modified in any respect, and, to the Knowledge of Parent, no amendment or modification to, or withdrawal, termination or rescission of, the Equity Financing Commitment is currently contemplated (except to the extent amended, supplemented, modified or replaced in a manner not prohibited by the terms of this Agreement), and the commitments contained in the Equity Financing Commitment have not, to the Knowledge of Parent, been withdrawn, reduced or rescinded in any respect. Assuming the satisfaction or waiver of the closing conditions set forth in Section 7.01 and Section 7.02 on the Closing DateArticle VII of this Agreement, Parent has no reason to believe that any event has occurred whichthat, with or without notice, lapse of time or both, would constitutes or would reasonably be expected to constitute a material default or breach on the part of Parent or Merger Sub any of its Affiliates or, to the knowledge Knowledge of Parent, any other parties thereto, under any term or condition of the Equity Financing Commitment, and, to the Knowledge of Parent, no reasonable basis exists to believe that any term or condition precedent to the funding of any of the Equity Financing set forth in the Equity Financing Commitment Letterswill not be satisfied on a timely basis, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to Parent on a timely basis to consummate the Merger at the time required pursuant to this Agreement. Parent or its applicable Affiliate has fully paid or caused to be paid any and all commitment fees or other fees required by the Equity Financing Commitment to be paid thereunder on or prior to the date of this Agreement. Assuming the satisfaction of the conditions set forth in Section 7.01 the Equity Financing Commitment and Section 7.02 on the Closing Date, as satisfaction of the date hereofclosing conditions set forth in Article VIII of this Agreement, the aggregate proceeds contemplated by the Equity Financing Commitment, when funded in accordance with the Equity Financing Commitment, together with all Other Sources, will provide Parent does not have any reason with funds sufficient to believe that pay the full amount under amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. The obligations to make the Equity Financing Commitment Letters will not be available to Parent or Merger Sub on its applicable Affiliate pursuant to the Closing Date. As terms of the date hereof, the Equity Financing Commitment Letter contains all of the are not subject to any conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Commitment Letter provided Financing Commitment. As of the date of this Agreement, there are no contracts or other agreements, arrangements or understandings (whether oral or written) to which Parent, Merger Sub, the Guarantors, any Equity Financing Source or any of their respective Affiliates is a party related to the Equity Financing, other than as expressly contained in the Equity Financing Commitments and delivered to Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingthis Agreement.

Financing. Parent (a) Purchaser has delivered to Seller complete and correct copies of (i) the Company trueexecuted debt commitment letter, correct and complete copies, dated as of the date hereofof the Original Agreement, and as amended on or prior to the date of this Amended Agreement, between Purchaser and the financial institutions identified therein and the executed fee letters, fee credit letters and engagement letters associated therewith (i) each fully executed Equity Commitment Letter (provided, that the financing provided for therein being collectively referred amounts and percentages in the fee letter related to as fees, certain other economic terms and the “Equity Financing”flex” provisions included therein, but only to the extent that none of such provisions would adversely affect conditionality, may be redacted) and (ii) a fully executed such commitment letter (letter, together with all exhibits, schedules, annexes, supplements and annexes thereto) amendments thereto and any related redacted fee letter from the financial institutions identified thereinletters, collectively, the “Debt Financing Commitment Letter” andCommitment”), together with the Equity Commitment Letterspursuant to which, the “Financing Commitment Letters”) to provide, on upon the terms and subject only to the conditions expressly stated set forth therein, debt financing in the Financing Sources have agreed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Amended Agreement, and (ii) the executed Escrow Notes and the Escrow Indenture Documents, pursuant to which, subject to satisfaction of certain conditions set forth therein; provided that fee amounts and pricing terms, including terms funds could be released from an escrow account for purposes of funding the transactions contemplated by this Amended Agreement. As of the “market flex” date hereof and other commercially sensitive informationexcept to the extent provided therein as a result of the issuance of the Escrow Notes or as otherwise permitted by Section 6.12, (x) the Debt Financing Commitment has not been amended, restated or otherwise modified or waived since copies thereof were delivered to Seller, (y) no such amendment, restatement, modification or waiver is contemplated and (z) the commitment contained in the fee letter entered into Debt Financing Commitment has not been withdrawn, terminated or rescinded in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Termsany respect. As of the date hereof, none there are, and are contemplated to be, no other agreements, side letters or arrangements (oral or written) relating to the Debt Financing Commitment (other than customary engagement letters or as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.07(a), but in each case of the Financing Commitment Letters has been withdrawnforegoing, terminatedwhich do not adversely affect the conditionality, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawalenforceability, termination, repudiationprincipal amount or availability of the Debt Financing). As of the date of hereof, rescissionthe Debt Financing Commitment is in full force and effect and constitutes the legal, amendment, amendment valid and restatement, modification or waiver has occurred, binding obligations of each of Purchaser and, to the extent Knowledge of Purchaser, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. There are no conditions or other contingencies related to the funding of the full amount of the Debt Financing (including any Person that is not an Affiliate of Parent“flex” provisions), to other than as expressly set forth in the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment Debt Financing Commitment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this AgreementEscrow Indenture Documents. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and (A) the Debt Financing is funded in accordance with the Debt Financing Commitment Letterand the Escrow Indenture Documents, as applicable(B) the accuracy of the representations and warranties set forth in Articles III and IV, and (C) performance by Seller and its Subsidiaries of their obligations that are required to be performed prior to the Closing, the net aggregate proceeds contemplated by to be disbursed pursuant to the Equity Commitment Letters, and the net proceeds agreements contemplated by the Debt Financing Commitment LetterCommitment, will the Escrow Notes and the Escrow Indenture Documents, together with Purchaser’s unrestricted cash on hand and other access to capital, in the aggregate, aggregate will be sufficient for Parent, Merger Sub and the Surviving Corporation Purchaser to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 Estimated Purchase Price on the Closing Date, Parent has no reason any payment required to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected made by Purchaser pursuant to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, Section 2.04 (if any) and all related fees and expenses and any other parties theretopayment contemplated in this Amended Agreement, under any of the Debt Financing Commitment Lettersand the Escrow Indenture Documents. Assuming the satisfaction accuracy of the conditions representations and warranties set forth in Section 7.01 Articles III and Section 7.02 on the Closing DateIV and performance by Seller and its Subsidiaries of their obligations under this Amended Agreement, as of the date hereof, Parent (I) no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Purchaser under the Debt Financing Commitment, the Escrow Notes and/or the Escrow Indenture Documents and (II) Purchaser does not have any reason to believe that any of the full amount under conditions to the Debt Financing Commitment Letters and/or the release of proceeds from escrow with respect to the Escrow Notes will not be satisfied or that the proceeds of the Debt Financing (including the release of the proceeds of the Escrow Notes from escrow) will not be available to Parent or Merger Sub Purchaser on the Closing Date. As of the date hereof, the Equity Commitment Letter contains Purchaser has fully paid or has caused to be fully paid all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters commitment fees or other agreements, arrangements or understandings fees required to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company be paid on or prior to the date hereof. Each Equity hereof pursuant to the Debt Financing Commitment Letter providesand the Escrow Indenture Documents. (b) The obligations of Purchaser under this Amended Agreement are not subject to any conditions regarding the ability of Purchaser, and will continue any of its Affiliates or any other Person to provide, that obtain financing for the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate consummation of the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingtransactions contemplated hereby.

Financing. The Parent has delivered to the Company a true, correct complete and complete copiesfully executed copy of a commitment letter, dated as of the date hereof, of hereof (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with including all related exhibits, schedules, annexes, supplements and annexes term sheets thereto) , and including any related fee letter as described below (provided that the fee amounts, “market flex,” pricing terms, pricing caps and other commercially sensitive terms in any such fee letter may be redacted), as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the financial institutions identified thereindate hereof in compliance with Section 4.12, the “Debt Financing Commitment Letter” and”), together from the Financing Parties party thereto confirming their respective commitments to provide the Parent with the Equity Commitment Lettersdebt financing, the “Financing Commitment Letters”) subject to provide, on the terms and subject only to the conditions expressly stated thereinthereof, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the transactions contemplated hereby in the amount set forth therein (the “Financing”). The Debt Financing, may have been redacted to the extent, Commitment Letter is in each case, they are Permissible Redacted Terms. As full force and effect and is a valid and binding obligation of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, Parent and, to the extent related to any Person that is not an Affiliate Knowledge of the Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated herebyparties thereto, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge Knowledge of the Parent, such the other Persons party parties thereto in accordance with its terms, except as enforcement may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization or similar Applicable Laws fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and by general principles of equity). As of the date hereof, the Financing Debt Commitment Letters are Letter has not been amended or modified, the respective commitments contained in full force the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified, and effect and assuming the satisfaction no such amendment, modification, withdrawal or waiver rescission of the conditions set forth Debt Commitment Letter is currently contemplated or the subject of current discussions (other than (x) amendments to add additional lenders, arrangers and agents or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto or (y) reductions in Section 7.01 and Section 7.02 on the Closing Datecommitments as contemplated by the Debt Commitment Letter in accordance with the terms thereof). As of the date hereof, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of the Parent or Merger Sub any of its Affiliates or, to the knowledge Knowledge of the Parent, any other parties theretoPerson, under any of the Financing Debt Commitment LettersLetter. Assuming All fees (if any) required to be paid under the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 Debt Commitment Letter on the Closing Date, as of or prior to the date hereof, Parent does not hereof have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Datebeen paid in full. As of the date hereof, the Equity Commitment Letter contains all of the There are no conditions precedent and other conditions directly or indirectly related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Debt Commitment Letter Letter. Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings entered into by the Parent or any Affiliate thereof related to the funding or investing, as applicable, of the Financing (except for (i) customary fee letters relating to the commitments in the Debt Commitment Letter, a true, complete and fully executed copy of each of which has been provided to the Company on Company, with only the fee amounts, “market flex,” pricing terms, pricing caps and other commercially sensitive terms redacted; provided that the Parent represents and warrants that the market flex provisions in such fee letter do not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) or (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Financing). As of the date hereof, assuming the satisfaction of the conditions to the Parent’s obligation to complete the Arrangement, the Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing will not be available to the Parent at the Effective Time. Assuming the Financing is funded at or immediately prior to the date hereof. Each Equity Effective Time in accordance with the Debt Commitment Letter providesand the Arrangement is completed in accordance with the terms of this Agreement following satisfaction of the conditions precedent thereto, the aggregate proceeds of the Financing (after giving effect to any market flex provisions), together with any cash on hand, available lines of credit and other sources of immediately available funds, will continue be in an amount sufficient to provide, enable the Parent to make the cash portion of the payment of the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement and any other amounts to be paid by the Parent or the Purchaser hereunder or under the Debt Commitment Letter. The Parent acknowledges and agrees that the Company is availability of funds (including the Financing) will not be a third party beneficiary thereof as set forth therein. condition to the obligation of the Parent and Merger Sub acknowledge and agree that their obligation or the Purchaser to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingtransactions contemplated hereby.

Financing. (a) Parent has delivered to the Company true, correct and complete copiescopies of the fully executed Commitment Letter by and among Parent, Merger Sub and ▇▇▇▇▇ Fargo Bank, National Association (collectively, with any additional arrangers appointed pursuant to the Commitment Letter, the “Lenders”), dated September 14, 2018 (including the term sheet and all other exhibits, schedules, annexes and amendments thereto as of the date hereof, of (i) each fully executed Equity Commitment Letter (this Agreement and together with the financing provided for therein being collectively fee letter referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Fee Letter” and”, together with collectively, the Equity “Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein to Parent and/or Merger Sub for the purpose of funding the Contemplated Transactions and the related fees and expenses to be incurred by Parent and/or Merger Sub in connection therewith (the “Financing”); provided, however, that solely in the case of the Fee Letter, such Fee Letter may be in a redacted form removing only the fee amounts and economic “market flex” terms that are confidential, which redacted information would not adversely affect the aggregate principal amount of or the availability of the Financing and which may not in any event relate to the termination or conditionality of, or contain any conditions precedent to, the funding of the Financing. (b) The Commitment Letters, in the forms provided to the Company by Parent, and any definitive agreements with respect to the Financing (collectively, the “Financing Commitment LettersAgreements”) to provideare, on the terms in full force and subject only effect and are, legal, valid and binding obligations of Parent and Merger Sub and, to the conditions expressly stated thereinknowledge of Parent and Merger Sub, debt financing the other parties thereto, enforceable in the amounts set forth therein; provided that fee amounts and pricing accordance with their respective terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereofof this Agreement, none of the Financing no Commitment Letters Letter has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated supplemented or modified, no terms thereunder have been waivedin any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatementsupplement or modification is contemplated. (c) As of the date of this Agreement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parentneither Parent nor Merger Sub nor, to the knowledge of Parent, there any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicabledefault under, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent’s knowledge, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be expected (i) to constitute a default or breach on the part of Parent or Merger Sub or, or to the knowledge of Parent, Merger Sub, or any other parties theretothereto under the Commitment Letters, under (ii) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in any of the Commitment Letters or Financing Commitment Letters. Assuming the satisfaction Agreements, or (iii) otherwise result in any portion of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does Financing not have any reason to believe that the full amount under the Financing Commitment Letters will not be being available to Parent or Merger Sub on the Closing Date. As of the date hereofof this Agreement, neither Parent nor Merger Sub has received any notice or other communication from any party to any of the Equity Commitment Letter contains Letters or Financing Agreements with respect to (i) any actual or potential breach or default on the part of Parent, Merger Sub or any other party to any of the Commitment Letter, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in any of the Commitment Letters or (iii) any intention of such party to terminate any of the Commitment Letters or Financing Agreements or to not provide all or any portion of the Financing. Parent and Merger Sub (both before and after giving effect to any “market flex” provisions contained in the Commitment Letters and Financing Agreements): (x) have no reason to believe they will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing; (y) know of no fact, occurrence, circumstance or condition that would reasonably be expected to (1) cause any of the Commitment Letters or Financing Agreements to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions relating to the closing or funding of any portion of the Financing not to be met or complied with, or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Commitment Letters to not be available to Parent and Merger Sub on a timely basis (and in any event as of the Closing); and (z) know of no potential impediment to the funding of any of the payment obligations of Parent or Merger Sub under this Agreement. (d) Parent and/or Merger Sub have fully paid any and all commitment fees or other fees or deposits required by the Commitment Letters to be paid on or before the date of this Agreement, and Parent or Merger Sub will pay when due all other commitment or other fees arising under the Commitment Letters as and when they become due and payable. The aggregate proceeds from the Financing, together with unrestricted cash and cash equivalents held by Staples as of the date of this Agreement and as of the Closing Date and proceeds available to be borrowed as of the date of this Agreement and as of the Closing Date without consent or approval of the lenders under Staples’s existing asset-based lending credit facility (the sources being made available by Staples being referred to herein as, “Staples Available Financing Sources”), in each case, which will be made available (without restriction) to Parent and/or Merger Sub, together constitute all of the financing required for the consummation of Contemplated Transactions and are sufficient in amount to provide Parent with the funds necessary to consummate the Contemplated Transactions and to satisfy its obligations under this Agreement, including to pay the aggregate Offer Price and the aggregate Merger Consideration, and any other amounts incurred or otherwise payable by Parent, Merger Sub or the Company in connection with the Offer, the Merger and the other Contemplated Transactions, including payment of all fees, costs and expenses related to the Contemplated Transactions and the Financing. (e) There are no, and there will not be any, conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, including any condition or other contingency relating to the availability of any “market flex” provisions, other than as expressly set forth in the Equity Commitment Letter provided Letters as in effect on the date hereof (the “Disclosed Conditions”). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and none of the Parent, Merger Sub, the Company or any Subsidiary obligor have any obligation to accept, any condition precedent to any funding of the Financing nor any reduction to the Company on aggregate amount available under the Commitment Letters (nor any term or prior condition which would have the effect of reducing the aggregate amount available under the Financing). There are no side letters and (except for the Commitment Letters and the Financing Agreements) there are no contracts with any Lender, Financing Source or other Person relating to the date hereof. Each Equity Financing or the Commitment Letter providesLetters that would (1) affect the availability of the Financing, (2) add any term or condition that would have the effect of reducing the aggregate amount available under the Financing, (3) add any term or condition that would make the closing of the Financing reasonably less likely to occur or (4) add any term or condition that would delay the occurrence of the Closing. (f) None of (i) the execution, delivery or performance of the Financing, (ii) the borrowing of money nor granting of Liens under the Financing, or (iii) any action (including any internal reorganization, designation of Subsidiaries as “unrestricted subsidiaries”, any investment in any Subsidiary or unrestricted Subsidiary and will continue any restricted payment necessary to providehave cash available to pay the Merger Consideration and consummate the Contemplated Transactions), in each case, that is required to satisfy the Company conditions precedent under the Commitment Letters or the Financing Agreements conflicts with, constitutes a default under or requires consent of any Person under any credit agreement, note purchase agreement, indenture or other Contract with respect to indebtedness for borrowed money to which Parent or any Subsidiary of Parent is a third party beneficiary thereof as set forth therein. Parent or by which any of their respective properties or assets is bound. (g) Parent, Staples and Merger Sub acknowledge and agree that their obligation obligations hereunder are not subject to consummate any conditions regarding Parent’s, Merger Sub’s or any other Person’s ability to obtain financing for the consummation of the Offer, the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.other

Financing. Parent has delivered to the Company true, complete and correct copies of: (i) the executed commitment letter, dated as of April 26, 2011 among Merger Sub, JPMorgan Chase Bank, N.A., ▇.▇. ▇▇▇▇▇▇ Securities LLC, UBS Loan Finance LLC and complete copiesUBS Securities LLC and excerpts of those portions of the executed fee letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms agreed to by the parties thereto) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter, collectively, the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, JPMorgan Chase Bank, N.A., ▇.▇. ▇▇▇▇▇▇ Securities LLC, UBS Loan Finance LLC and UBS Securities LLC have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement; and (ii) the executed equity commitment letter, dated as of April 26, 2011 among Parent and the Guarantors (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Guarantors has committed to invest the cash amount set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, and, as of the date hereof, of (ix) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing respective commitments contained in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may Financing Commitments have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has not been withdrawn, terminated, repudiated, rescindedmodified, amended, amended terminated or rescinded in any respect and restated or modified, no terms thereunder have been waived, and (y) no such withdrawal, termination, repudiation, rescission, amendment, amendment or modification is contemplated (other than amendments and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited modifications permitted under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”Section 5.10), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements or understandings to which Parent or any Equity Investor of its Affiliates is a party that would adversely could affect the availability of the Equity Financing. As of the date hereof, the Financing on Commitments are in full force and effect and constitute the Closing Datelegal, valid and binding obligations of each of Parent, Merger Sub and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “flex” provisions), other than as expressly set forth in the Equity Commitment Letter provided Financing Commitments. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and performance by the Company of its obligations hereunder, the aggregate net proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, in the aggregate and together with the cash, cash equivalents and marketable securities of the Company and its Subsidiaries reflected on the consolidated balance sheet of the Company as at the Balance Sheet Date and the contribution contemplated by the letter agreements set forth on Section 4.12 of the Disclosure Schedule in accordance with the terms thereof, will be sufficient for Parent and the Surviving Corporation at the Effective Time to pay all amounts contemplated hereunder to be paid by them, to redeem the Notes and to pay the amount outstanding under the Loan and Security Agreement, to satisfy the obligations of the Company under Section 2.1(d) and to pay all related fees and expenses. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the Financing Commitments, and Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue hereof pursuant to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingFinancing Commitments.

Financing. (a) Parent has delivered to the Company true, correct and complete copiescopies of (i) the executed commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) from Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch and (ii) a fully executed commitment letter Deutsche Bank Securities Inc. and from ▇▇▇▇▇ Fargo Bank, National Association, WF Investment Holdings, LLC and ▇▇▇▇▇ Fargo Securities, LLC (together with all exhibits, schedulesannexes, schedules and annexes attachments thereto) and fee letter from , including the financial institutions identified thereinRedacted Fee Letter, collectively, the “Debt Financing Commitment Letter” and”), together with the Equity Commitment Letterspursuant to which, the “Financing Commitment Letters”) and subject to provide, on the terms and subject only conditions thereof, the lender parties thereto have committed to the conditions expressly stated therein, debt financing in lend the amounts set forth therein; provided that fee amounts and pricing terms, including terms therein to Purchaser for the purpose of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of funding the transactions contemplated by this Agreement (the “Required AmountDebt Financing”), and (ii) the executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from certain funds affiliated with Centerbridge Associates II, L.P. (“Sponsor”) pursuant to which Sponsor has caused such funds to commit to invest the amounts set forth therein subject to the terms and conditions therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide until such time as this Agreement and/or the Equity Commitment Letter is terminated, that the Company is a third party beneficiary thereof as set forth therein. (b) As of the date hereof: (i) each of the Financing Commitments is in full force and effect and has not been withdrawn, terminated or rescinded in any respect or otherwise amended, supplemented or modified in any respect, (ii) is a legal, valid and binding obligation of Purchaser and Parent, and (in the case of the Debt Commitment Letter only, to the Knowledge of Purchaser and Parent) the other parties thereto, (iii) the Debt Commitment Letter delivered pursuant to Section 4.9(a) are true and complete copies (as amended through the date hereof), except that the Redacted Fee Letters have been redacted with respect to certain fees and similar arrangements which do not affect the conditionality of the Debt Financing; (iv) except for the Financing Commitments in the form delivered pursuant to Section 4.9 (a) there are no side letters or other agreements, contracts or arrangements relating to the Financing or the Financing Commitments, including any that could affect the availability of the Financing, to which Purchaser, Parent, Sponsor or any of their respective Affiliates is a party; and (v) assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on to Parent’s obligation to consummate the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Offer and/or the Merger Sub (to the extent Parent or Merger Sub is a party thereto) andas applicable), to the knowledge Knowledge of the Purchaser or Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or breach on the part of Purchaser, Parent or Merger Sub orSponsor (solely with respect to the Equity Financing), and (in the case of the Debt Commitment Letter only, to the knowledge Knowledge of Purchaser and Parent, ) any of the other parties thereto, under any term of the Financing Commitment LettersCommitment, (y) result in a failure of any condition of the Financing Commitments, or (z) result in any portion of the Financing contemplated thereby to be unavailable. Purchaser and Parent have fully paid any and all commitment fees or other fees or deposits required by the Financing Commitments to be paid on or before the date hereof. Assuming the satisfaction of the conditions set forth to Parent’s obligation to consummate the Offer and/or the Merger (as applicable), the aggregate net proceeds of the Financing will be sufficient for the satisfaction of all of Purchaser’s and Parent’s obligations under this Agreement, including the payment of the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer and payment of the aggregate Merger Consideration pursuant to Section 7.01 2.8, all amounts to be paid pursuant to Section 2.6, the payment of all associated costs and Section 7.02 on expenses of the Closing DateOffer and the Merger (including any repayment or refinancing of Indebtedness of the Company required in connection therewith) and the payment of all other amounts required to be paid in connection with the consummation of the Transactions. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to Financing Commitments. As of the date hereof. Each Equity Commitment Letter provides, and will continue assuming the satisfaction of the conditions to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their Parent’s obligation to consummate the Offer and/or the Merger and pay (as applicable), neither Purchaser nor Parent has any reason to believe that any of the Aggregate Merger Consideration is conditions to the Financing will not conditioned be satisfied or that the full amount of the Financing will not be available to Purchaser on the availability date of Debt Financingthe Closing. (c) Except as set forth in Section 4.9(c) of the Parent Disclosure Letter, neither Purchaser nor Parent is a party to any Contract which expressly limits or restricts the ability of any Person to provide debt financing for other potential purchasers of the Company.

Financing. Parent has delivered received, and previously provided to the Company trueSpecial Committee, correct fully executed commitment letters from Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Bank of America, N.A. and complete copiesThe Bank of Nova Scotia (the “Lenders”) dated the date hereof providing for financing in an aggregate amount equal to $1,150,000,000 (the “Debt Financing”) and describing the terms and conditions upon which such Lenders (together with their officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) will arrange and provide such financing (the “Debt Commitment Letter”) (it being understood and agreed that each related fee letter shall have been redacted in a customary manner as required by the terms of the date hereofDebt Commitment Letter, which shall include, without limitation, the fee amounts and certain economic terms of the market “flex” (i) each none of which redacted terms would adversely affect the amount or availability of the Debt Financing). Parent has received, and previously provided to the Special Committee, a fully executed Equity Commitment Letter commitment letter from ▇▇▇▇▇▇▇ dated the date hereof providing for financing in an aggregate amount equal to $200,000,000 (the financing provided for therein being collectively referred to as the “Equity Financing”) and describing the terms and conditions upon which ▇▇▇▇▇▇▇ will provide such financing (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Equity Commitment Letter” and, together with the Equity Debt Commitment LettersLetter, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing The Commitment Letters are in full force and effect on the date hereof and assuming have not been withdrawn, rescinded, amended or modified in any respect. There are no conditions precedent to the satisfaction or waiver funding of the conditions full amount of the financing contemplated by the Commitment Letters other than as expressly set forth in Section 7.01 the Commitment Letters. There are no facts and Section 7.02 circumstances known to ▇▇▇▇▇▇▇, Parent, Purchaser or any of their respective affiliates that are or that any of them believe is likely to (i) prevent the conditions described in the Commitment Letters from being satisfied on a timely basis, (ii) constitute a default or breach on the Closing Datepart of ▇▇▇▇▇▇▇, Parent has no reason to believe that Parent, Purchaser or any event has occurred which, of their respective affiliates under the Commitment Letters (whether with or without notice, lapse of time or both), would or would reasonably be expected to constitute a default or breach on the part of (iii) prevent Parent or Merger Sub or, Purchaser from receiving financing pursuant to the knowledge terms of Parent, any other parties thereto, under the Commitment Letters or (iv) make any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly assumptions set forth in the Equity Commitment Letter provided Letters unreasonable. There are no facts and circumstances known to ▇▇▇▇▇▇▇, Parent, the Purchaser or any of their respective affiliates that are or that any of them believe is likely to cause the financings contemplated by the Commitment Letters not to be consummated substantially in accordance with the terms thereof. The aggregate proceeds of the financings contemplated by the Commitment Letters, when taken together with the unrestricted cash of the Company and its Subsidiaries, are sufficient to pay the aggregate Merger Consideration, to pay cash amounts payable to the holders of the Company on Options pursuant to Section 3.3(a), to effect all refinancings of existing indebtedness of the Company and its Subsidiaries required as a result of the Merger or prior as required by the Commitment Letters and to pay the anticipated fees and expenses related to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that Merger (the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing“Required Cash Amount”).

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (ia) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 9.02(a), Section 9.02(b) and Section 7.02 on the Closing Date9.02(c), Parent has no reason available to believe that any event has occurred whichit, with or without notice, lapse of time or both, would or would reasonably be expected will have available to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, it as of the date hereofthe Closing is required to occur pursuant to Section 2.01, immediately available funds to enable it to consummate the Merger pursuant to the terms of this Agreement, including to pay all Cash Consideration for all of the shares of Company Stock on a fully-diluted basis, to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives, and to make all other payments required by this Agreement and the Financing. (b) Parent does has delivered to the Company true and complete copies of fully executed commitment letters, dated on the date of this Amended and Restated Merger Agreement (including the exhibits and annexes thereto, the “Debt Commitment Letters”), from the lenders party thereto (the “Lenders”) confirming their respective commitments to provide Parent with debt financing in connection with the transactions contemplated hereby (the “Financing”) (for the avoidance of doubt, it being acknowledged and agreed that Parent may amend the Debt Commitment Letters to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not have executed any reason to believe Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement; provided that no such addition shall relieve the full amount original Lenders of their obligations under the Financing Debt Commitment Letters will not be available prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters with respect to the “Additional Initial Lenders” (as defined thereunder)). (c) Parent has delivered to the Company on or prior to the date of this Amended and Restated Merger Sub on Agreement true, correct and complete copies of any fee letters executed in connection with the Closing DateDebt Commitment Letters (the “Fee Letters”) which have been redacted in a manner required by the terms thereof. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent this Amended and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereofRestated Merger Agreement, there are no side letters or other agreements, contracts or arrangements or understandings related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Debt Commitment Letter provided Letters and the Fee Letters and delivered to the Company on or prior to the date hereofof this Amended and Restated Merger Agreement, that could adversely affect the availability of the full amount of the Financing. (d) Each of the Debt Commitment Letters is in full force and effect and is a valid and binding obligation of Parent and the other parties thereto, except (i) to the extent that enforceability may be limited by the Bankruptcy and Equity Exception and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. Each Equity As of the date of this Amended and Restated Merger Agreement, none of the Debt Commitment Letter providesLetters have been amended or modified (other than such amendments or modifications attached thereto that have been provided to the Company) in any respect, and will continue the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in a manner that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing. As of the date of this Amended and Restated Merger Agreement, 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 the failure of any condition on the part of Parent under the Debt Commitment Letters or on the part of the Lenders that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing. There are no conditions precedent to providethe funding of the full amount of the Financing other than the conditions precedent set forth in the Debt Commitment Letters. Assuming the satisfaction or waiver of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c), Parent has no reason to believe that the Company is a third party beneficiary thereof as Financing will not be available on the Closing Date. Assuming the satisfaction or waiver of the conditions set forth thereinin Section 9.02(a), Section 9.02(b) and Section 9.02(c) and subject to the terms of the Debt Commitment Letters, the aggregate proceeds of the Financing are in an amount sufficient to consummate the Merger upon the terms contemplated by this Agreement (including to pay the Cash Consideration for all of the shares of Company Stock on a fully diluted basis and to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units), to make any repayment or refinancing of debt contemplated in this Agreement or the Debt Commitment Letters, and to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement and the Financing. Parent (or an Affiliate thereof) has fully paid or caused to be paid any and all commitment fees or other fees required by the Debt Commitment Letters to be paid to the extent the same are due and payable on or before the date of this Amended and Restated Merger Agreement. (e) Parent acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, the consummation of the Financing shall not be a condition to the obligation of Parent and Merger Sub acknowledge and agree that their obligation Subsidiary to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingother transactions contemplated hereby.

Financing. Parent has delivered to the Company Attached hereto as Exhibit C are true, complete and correct copies of (i) the Class A Convertible Preferred Unit Purchase Agreement, by and complete copiesamong Purchaser, Rodeo Finance Aggregator LLC and GSO Rodeo Holdings LP (the “Investors”), dated as of the date hereof, pursuant to which, and subject to the terms and conditions of which, the Investors have agreed to provide equity financing (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) to Purchaser in connection with the transactions contemplated by this Agreement (the “Securities Purchase Agreement ”), and (ii) a fully an executed commitment letter (together with all exhibits, schedules, and annexes theretothe “Debt Commitment Letter”) and corresponding customarily redacted fee letter letters (none of which redacted terms affect the amount or availability of the Debt Financing or imposed any conditions on the receipt of the Debt Financing) (the “Fee Letter”) from the financial institutions identified therein, therein (the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment LettersLenders”) to provide, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing termstherein (the “Debt Financing Commitments,” as each may be amended or replaced from time to time to the extent permitted by Section 6.18 and, including terms together with the Securities Purchase Agreement, the “Financing Commitments”) for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Debt Financing”). Each of the “market flex” Financing Commitments is a legal, valid and other commercially sensitive informationbinding obligation of Purchaser, in the fee letter entered into in connection with the Debt Financing, may have been redacted and to the extentKnowledge of Purchaser, in each case, they are Permissible Redacted Termsthe other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect, and none of the Financing Commitment Letters Commitments has been withdrawn, terminated, repudiated, rescinded, amended, rescinded or terminated or otherwise amended and restated or modified, no terms thereunder have been waivedmodified in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, or modification or waiver has occurred, and, to the extent related to any Person that is contemplated. Purchaser is not an Affiliate in breach of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase terms or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) any of the Financing Commitments, and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or breach on the part of Parent or Merger Sub or, failure to the knowledge of Parent, satisfy any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions condition precedent set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there Purchaser (i) has no reason to believe that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Financing Commitments, (ii) is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Purchaser in any of the Financing Commitments inaccurate in any material respect and (iii) has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied on a timely basis or that the Financing contemplated by the Financing Commitments will not be made available on the Closing Date. The Investors have not, and as of the date, no Financing Source has notified Purchaser of their intention to terminate all or any portion of the Financing Commitments or not to provide the Financing. The net cash proceeds from the Financing (including any Alternative Financing), together with available cash on hand, will be sufficient to satisfy all of Purchaser’s obligations hereunder, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Purchaser has paid in full any and all commitment or other fees required by the Debt Financing Commitments that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no conditions precedent or contingencies to the obligations of the parties under the Financing Commitments (including pursuant to any “flex” provisions in the related fee letter or otherwise) to make the full amount of the Financing available to Purchaser on the terms therein except as expressly set forth in the unredacted portion of the Financing Commitments. There are no side letters or other agreements, understandings, contracts or arrangements (written, oral or understandings otherwise) related to which Parent the Financing (other than the Financing Commitments). There are no conditions precedent, contingencies or requirements to such funding other than any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as conditions expressly set forth in the Equity Commitment Letter provided unredacted portions of the Financing Commitments nor any reduction to the Company aggregate amount available under the Financing Commitments on the Closing Date (nor any term or prior condition which would have the effect of reducing the aggregate amount available under the Financing Commitments on the Closing Date). Subject to the Company’s compliance with this Agreement and the satisfaction (or waiver) of the conditions set forth in Section 9.1 and Section 9.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), as of the date hereof. Each Equity Commitment Letter provides, and Purchaser has no reason to believe that it will continue be unable to providesatisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Company is a third party beneficiary thereof as set forth thereinFinancing will not be available on the Closing Date. Parent and Merger Sub acknowledge and agree that their obligation to consummate For the Merger and pay the Aggregate Merger Consideration avoidance of doubt, it is not conditioned on a condition to Closing under this Agreement for Purchaser to obtain the availability of Debt Financing or any Alternative Financing.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, as of the date hereof, copies of (ia) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully an executed commitment letter dated as of October 27, 2023 from Fortress Credit Corp. and an executed commitment letter dated as of October 30, 2023 from AI Partners Asset Management Co., Ltd. (each, a “Lender” and together, the “Lenders”) (together with all exhibits, schedulesannexes and schedules thereto and the executed fee letter in connection therewith (which may be redacted to omit fee amounts, flex provisions, pricing terms and annexes theretopricing caps; provided, that none of the redacted terms (x) could reasonably be expected to adversely affect the availability of the Committed Debt Financing or (y) affect the conditionality, enforceability, availability or aggregate principal amount of the Committed Debt Financing attached thereto or contemplated thereby) and fee letter from as the financial institutions identified thereinsame may be amended pursuant to Section 6.10, the “Debt Financing Commitment Letter” andCommitments”), pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Committed Debt Financing”) and (b) the executed Purchase Agreement and Contribution Agreement (together with the Equity Commitment LettersDebt Financing Commitments, the “Financing Commitment LettersCommitments”) to provide, on which contemplate the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection Preferred Stock Financing (together with the Committed Debt Financing, may have been redacted to the extent“Committed Financing”), in each case, they are Permissible Redacted Termscase for the purposes of funding the transactions contemplated by this Agreement and related fees and expenses. Each of the Financing Commitments have been duly executed and validly delivered by the parties thereto. (b) As of the date hereofof this Agreement, none of the Financing Commitment Letters Commitments has been amended, modified or supplemented and the respective commitments contained in the Financing Commitments have not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated supplemented or modified, no terms thereunder have been waivedin any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatementsupplement or modification is contemplated (except as permitted by Section 6.10). As of the date of this Agreement, no such amendment, modification or waiver has occurredsupplement is contemplated and the Financing Commitments are in full force and effect and constitute the legal, andvalid and binding obligation of each of Parent or Merger Sub and the other parties thereto, subject to the extent Enforceability Exceptions. Except for the Financing Commitments, as of the date of this Agreement, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent or any of its Affiliates is a party related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment Committed Financing other than as expressly contained in the Financing Commitments. Any and restatement, modification all commitment fees or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded other fees in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance connection with the Debt Financing Commitment Letter, as applicable, ​ Commitments that are payable on or prior to the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment date of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be Agreement have been paid by or on behalf of Parent or Merger Sub on or prior to the Closing Date in connection with date of this Agreement. (c) There are no, and there will not be any, conditions precedent or other contingencies related to the consummation funding of the transactions full amount of the Committed Financing other than as expressly set forth in or contemplated by this Agreement the Financing Commitments (the “Required AmountDisclosed Conditions”). Other than the Disclosed Conditions, assuming the satisfaction none of the conditions set forth Lenders or any other Person has any right to impose, and none of the Lenders, Parent, Merger Sub, the Company or any Subsidiary obligor have any obligation to accept, any condition precedent to any funding of all or any portion of the Committed Financing or any reduction to the aggregate amount available under the Financing Commitments (or any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitments). Other than the Financing Commitments, there are no agreements, side letters or any other arrangements or understandings (in Section 7.02(aeach case, whether written or oral) and Section 7.02(bwith the Lenders or any other Person relating to the Committed Financing. (d) on As of the Closing Date. Each date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would or would reasonably be expected to (i) constitute a breach or default under the Financing Commitment Letter is enforceable against Commitments by Parent, Merger Sub (or, to the extent Knowledge of Parent or Merger Sub is a party theretoSub, any other Person, (ii) and, to the knowledge Knowledge of ParentParent or Merger Sub, such other Persons party thereto result in accordance with its termsthe failure of any condition precedent under any of the Financing Commitments to be satisfied or (iii) to the Knowledge of Parent or Merger Sub, except as enforcement may be limited by bankruptcymake any of the representations, insolvency, reorganization warranties or similar Applicable Laws affecting creditors’ rights generally and by general principles statements set forth in any of equity. the Financing Commitments inaccurate in any material respect. (e) As of the date hereofof this Agreement, none of Parent, Merger Sub or any of their respective Affiliates has received any notice or other communication from the Lenders with respect to (i) any actual or potential breach or default by Parent or the Lenders under any of the Debt Financing Commitments, (ii) any actual or potential failure by Parent, Merger Sub or any such Affiliate to satisfy any condition precedent or other contingency to be satisfied by Parent, Merger Sub or any such Affiliate set forth in the Debt Financing Commitments or (iii) any intention of any Lender to terminate any Debt Financing Commitment Letters are in full force and effect and or to not provide all or any portion of the Committed Debt Financing. (f) As of the date of this Agreement, assuming the satisfaction or waiver of the conditions set forth contained in Section 7.01 Sections 7.1 and Section 7.02 on 7.2, (other than the Closing Date, conditions that by their terms are to be satisfied as of the Closing) neither Parent nor Merger Sub has no any reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on to the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Committed Financing Commitment Letters will not be satisfied on a timely basis or that the Committed Financing will not be made available to Parent or Merger Sub on the Closing Date. As of the date hereofof this Agreement, neither Parent nor Merger Sub is aware of any fact, circumstance or event that would reasonably be expected to prevent, delay or otherwise pose a potential impediment to the Equity Commitment Letter contains all funding of any of the payment obligations of Parent under this Agreement. (g) Subject to the terms and conditions of the Financing Commitments and subject to the satisfaction of the conditions precedent contained in Section 7.2, the aggregate proceeds contemplated by the Financing Commitments, together with the proceeds from the Additional Financing, and other conditions to financial resources of Parent and Merger Sub, including cash and cash equivalents and ​ marketable securities of Parent, Merger Sub, the obligations of Company and the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing Company’s Subsidiaries on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. be sufficient for Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger upon the terms contemplated by this Agreement and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingall related fees and expenses.

Financing. Parent has delivered to the Company true, complete and correct and complete copiescopies of (a) the executed debt commitment letter, dated as of November 6, between Parent and the date hereof, of Debt Financing Sources party thereto (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with including all exhibits, schedules, and annexes thereto) , and the executed fee letter from the financial institutions identified thereinassociated therewith redacted in a manner as described below, collectively, the “Debt Financing Commitment Letter” andCommitments”), pursuant to which the Debt Financing Sources party thereto have committed, subject only to the satisfaction of the terms and conditions set forth therein, to lend the amounts set forth therein (the “Debt Financing”) and (b) executed equity commitment letters, dated as of the date hereof, among Parent and each of the Guarantors (including all exhibits, schedules and annexes thereto, the “Equity Financing Commitment”, and together with the Equity Commitment LettersDebt Financing Commitments, the “Financing Commitment LettersCommitments”) ), pursuant to providewhich each of the Guarantors has committed, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of to invest the cash amount set forth therein (the “market flex” Equity Financing”, and other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As “Financing”) for the purpose of the date hereof, none funding a portion of the Financing Uses. The Equity Financing Commitment Letters has provides that the Company is a third-party beneficiary thereof to the extent set forth therein. None of the Financing Commitments have been withdrawn, terminated, rescinded, repudiated, rescinded, amended, amended and restated modified or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or supplemented prior to the Closing Date in connection with the consummation date of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent by Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such each of the other Persons parties party thereto and no such withdrawal, termination, rescission, repudiation, amendment, modification or supplementation is contemplated by Parent and, to the knowledge of Parent, each of the other parties thereto and the respective commitments contained in accordance the Financing Commitments have not been withdrawn, terminated, rescinded or repudiated in any respect as of the date hereof. Except for the fee letters referenced in the Debt Financing Commitments (complete copies of which have been provided to the Company, with only fee amounts and the economic terms related to the “market flex” provisions contained therein redacted (provided that Parent represents and warrants that the redactions in such fee letters do not relate to the imposition of any new conditions (or the modification or expansion of any existing conditions) or any reduction in the amount of the Debt Financing or otherwise relate to the termination, enforceability or availability of the Debt Financing), there are no side letters or Contracts to which Parent or any of its termsAffiliates is a party related to the availability or conditionality, except as enforcement may be limited by bankruptcyapplicable, insolvency, reorganization of the Financing or similar Applicable Laws affecting creditors’ rights generally the Transactions other than as expressly set forth in the Financing Commitments delivered to the Company on or prior to the date hereof. Parent has fully paid any and by general principles of equityall commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, the Financing Commitment Letters Commitments are in full force and effect and assuming are the satisfaction or waiver legal, valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, each of the other parties party thereto and neither is Parent aware of any fact or occurrence existing on the date hereof or that would or would reasonably be expected to cause the Financing Commitments to be ineffective. Assuming that the conditions to the obligation of Parent to consummate the Merger set forth in Section 7.01 7.1 and Section 7.02 on 7.2 have been satisfied, as of the Closing Datedate hereof, Parent has there are no reason conditions precedent related to believe that the funding of the full amount of the Financing (including pursuant to any “market flex” provisions in the fee letter or otherwise), other than as expressly set forth in the Financing Commitments delivered to the Company prior to the date hereof. As of the date hereof, to the knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, party thereto under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 Commitments, (ii) constitute a failure to satisfy a condition precedent on the Closing Date, as part of the date hereof, Parent does not have or any reason to believe that the full amount other party thereto under the Financing Commitment Letters will not Commitments or (iii) result in any portion of the amount to be available to Parent provided or Merger Sub funded in accordance with the Financing Commitments being unavailable on the Closing Date. As of Assuming that the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations obligation of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied, and assuming the Financing is funded in accordance with the Financing Commitments, Parent will have on the Closing Date funds sufficient to (i) pay the Aggregate aggregate Per Share Merger Consideration and the other payments under Article II, (including, to the extent required pursuant to Section 6.19, the aggregate IRS Matter Incremental Per Share Merger Consideration), (ii) pay any and all fees and expenses required to be paid by Parent and the Surviving Entity in connection with the Merger and the Financing, (iii) pay for any refinancing of any outstanding indebtedness of the Company or its subsidiaries contemplated by this Agreement or the Financing Commitments, and (iv) satisfy all of the other payment obligations of Parent and the Surviving Entity contemplated hereunder (clauses (i) through (iv), the “Financing Uses”). Parent affirms that it is not conditioned on a condition to the availability Closing or any of Debt Financingits other obligations under this Agreement that Parent obtain the Financing or any other financing for or related to any of the Transactions.

Financing. (a) Parent has delivered to the Company a true, complete and correct copy of the executed commitment letter, dated as of January 5, 2017, among the Commitment Parties and Parent (as it may be amended, modified or replaced in accordance with Section 6.09, the “Debt Commitment Letter”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Commitment Parties have committed to lend the amounts and arrange the financing set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. Except for fee letters and the engagement letter relating to the Debt Financing (collectively, the “Fee Letters”), true, complete copiesand correct copies of which have been provided to the Company with only fee amounts and certain economic terms (none of which would adversely affect the amount (other than in respect of upfront fees) or availability of the Debt Financing if so exercised by the Commitment Parties party thereto) redacted, as of the date hereof, of (i) each fully executed Equity there are no other agreements, side letters or arrangements to which Parent is a party relating to the Debt Commitment Letter (that could affect the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms availability of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make or any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub portion thereof on the Closing Date. As of the date hereofof this Agreement, (i) the Equity Debt Commitment Letter contains all and the Fee Letter have not been amended, restated, waived or modified and no such amendment, restatement, waiver or modification is contemplated or pending that would not be permitted under Section 6.09(a) hereof; and (ii) the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified, reduced or rescinded in any respect and no such withdrawal, modification, reduction or rescission is contemplated except any reduction of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on commitments in accordance with the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth out in the Equity Debt Commitment Letter provided to or the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingFee Letters.

Financing. Parent (a) SiriusXM has delivered to the Company true, correct Liberty and SplitCo true and complete copiescopies of an executed debt commitment letter and any related term sheet, dated as of the date hereof, of hereof (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, or the “Financing Commitment LettersCommitments”) ), from the lenders party thereto (the “Lenders”), pursuant to providewhich, on and subject to the terms and subject only conditions of which, the Lenders have committed to the conditions expressly stated therein, debt provide SiriusXM Radio with financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of described therein (the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms”). As of the date hereof, none each of the Financing Commitment Letters has been withdrawnCommitments is a legal, terminated, repudiated, rescinded, amended, amended valid and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, binding obligation of SiriusXM Radio and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicableSiriusXM, the net proceeds contemplated by the Equity Commitment LettersLenders, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and similar Applicable Laws of general applicability affecting creditors’ rights generally and by general principles of equity. As of the date hereof, each of the Financing Commitment Letters are Commitments is in full force and effect effect, and assuming the satisfaction or waiver none of the Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect and no waiver has been granted thereunder, no such amendment, supplement, waiver or modification is contemplated, and, to the Knowledge of SiriusXM, no withdrawal or rescission thereof is contemplated (it being understood that the exercise of any “market flex” provisions contained in the Fee Letter provided to Liberty on the date hereof shall not be deemed a withdrawal, rescission, amendment, supplement, modification or waiver). As of the date hereof, neither SiriusXM Radio, nor to the Knowledge of SiriusXM, any Lender is in breach of any of the material terms or conditions set forth in Section 7.01 any of the Financing Commitments. As of the date hereof, to the knowledge of SiriusXM, assuming the accuracy of the representations and Section 7.02 warranties set forth in Article III and Article IV, there is no fact or occurrence existing on the Closing Date, Parent has no reason to believe that any event has occurred whichdate hereof that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under (A) result in any of the conditions in the Financing Commitment Letters. Assuming Commitments not being satisfied on a timely basis at or prior to the satisfaction time that the Closing is required to occur pursuant to the terms of this Agreement or (B) constitute a breach by SiriusXM Radio or any Lender under the terms and conditions of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Debt Commitment Letters will not be available to Parent or Merger Sub on the Closing DateLetter. As of the date hereof, no Lender has notified SiriusXM or SiriusXM Radio of its intention to terminate any Financing Commitments or not provide the Equity Commitment Letter contains all Financing. Assuming (1) the Financing is funded in accordance with its terms and conditions and (2) the satisfaction of the conditions precedent to each of SiriusXM’s obligations to consummate the Merger set forth in Section 7.1 and Section 7.2, the Financing will, together with other conditions funds available to SiriusXM, provide SiriusXM and its Subsidiaries with cash proceeds on the Closing Date sufficient for the satisfaction in full of all cash obligations required to consummate the Transactions on the Closing Date including, but not limited to, payment of any fees and expenses due and owing under the Debt Commitment Letter and Fee Letter on the Closing Date (such amounts, collectively, the “Financed Amounts”). SiriusXM Radio has paid in full any and all commitment or other fees required by the Debt Commitment Letter and the Fee Letter that are due as of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereindate hereof. As of the date hereof, there are no side letters letters, arrangements or other agreements, Contracts or arrangements of any kind relating to the Financing (other than as set forth in the Debt Commitment Letters, the Fee Letter and the Engagement Letters) that could affect the availability, conditionality, enforceability or understandings aggregate principal amount of the Financing contemplated by the Debt Commitment Letter. As of the date hereof, there are no conditions precedent related to which Parent the funding of the full amount of the Financing or any Equity Investor is a party contingencies that would adversely affect permit the Lenders to reduce the total amount of the Financing below the amount necessary to pay the Financed Amounts (including any condition or other contingency relating to the amount or availability of the Equity Financing on the Closing Datepursuant to any “flex” provision), other than as expressly explicitly set forth in the Equity Financing Commitments. (b) SiriusXM has delivered to Liberty and SplitCo true and complete copies of (i) executed engagement letters and any related term sheet, dated as of the date hereof (the “Engagement Letters”), from the parties thereto, pursuant to which, and subject to the terms and conditions of which, SiriusXM Radio proposes to obtaining debt financing in an amount equal to the Financed Amount in lieu of the Financing (the “Alternative Financing”) and (ii) all fee letters (collectively, the “Fee Letter”) relating to the Debt Commitment Letter provided to and the Company on Engagement Letters (if any). (c) In no event shall the receipt or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt any funds or financing (including, for the avoidance of doubt, the Financing or the Alternative Financing) by SiriusXM or any of its respective Affiliates or any other financing or other transactions be a condition to any of SiriusXM’s obligations under this Agreement.

Financing. Parent Purchaser has delivered provided to the Company true, correct a true and complete copiescopy, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully an executed commitment letter from the financial institutions identified therein and a corresponding fee letter (which may be redacted solely to omit fee amounts and the economic terms of the "market flex" items in a customary manner, and none of which redactions would reduce the aggregate principal amount, adversely affect the conditions to funding or availability of the Debt Financing or otherwise limit, prevent, impede or delay the consummation of the Debt Financing) (as amended, modified or supplemented in accordance with the terms herein, the "Fee Letter") (together with all exhibits, schedulesannexes, schedules and annexes thereto) term sheets attached thereto and fee letter as may be amended, supplemented, modified, replaced or extended from time to time to the financial institutions identified thereinextent permitted by Section 7.15, collectively, the “"Debt Financing Commitment Letter” and"), together with the Equity Commitment Lettersproviding, the “Financing Commitment Letters”) subject to provide, on the terms and subject only to the conditions expressly stated therein, debt financing financings in the amounts set forth therein; provided that fee amounts therein for the purpose of funding the Transactions (the applicable debt financing under the Debt Commitment Letter is referred to herein as the "Debt Financing"). The execution, delivery and pricing terms, including terms performance of the “market flex” Debt Commitment Letter by Purchaser and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated thereby, have been duly and validly authorized by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Dateall requisite corporate action by Purchaser. Each Financing The Debt Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub i) has been duly and validly executed by Purchaser and (ii) is a party thereto) legal, valid and binding obligation of Purchaser and, to the knowledge Knowledge of ParentPurchaser, such the other Persons party thereto parties thereto, in accordance with its terms, each case except as enforcement enforceability may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally the Bankruptcy and by general principles of equityEquity Exception. As of the date hereof, the Financing Debt Commitment Letters are Letter is in full force and effect and assuming the satisfaction respective obligations and commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or waiver terminated or otherwise amended or modified in any respect, and no withdrawal, rescission, amendment or modification thereof is contemplated by Purchaser or, to the Knowledge of Purchaser, any other party thereto, or the subject of any discussions with Purchaser or, to the Knowledge of Purchaser, any other party thereto (other than any customary amendment to include new lenders, lead arrangers or other financial institutions or as expressly provided for thereunder upon obtaining (or not obtaining) the Amendment (as defined therein)). As of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Datedate hereof, Parent has no reason to believe that any 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 or breach on the part of Parent or Merger Sub Purchaser or, to the knowledge Knowledge of ParentPurchaser, any other parties thereto, under any of the Financing other parties to the Debt Commitment LettersLetter. Assuming (i) the satisfaction accuracy of the conditions representations in all material respects set forth in Articles III, IV and V, (ii) the performance by the Company and its Subsidiaries of the covenants and agreements set forth in Section 7.01 7.1, and Section 7.02 (iii) that the Debt Financing is funded in accordance with its terms, the net proceeds from the Debt Financing, together with cash on hand of Purchaser and cash on hand of the Closing DateCompany and its Subsidiaries, will be sufficient for Purchaser to consummate the Transactions, including the repayment of any Indebtedness of the Company and its Subsidiaries contemplated by this Agreement or the Debt Commitment Letter and the payment of the maximum amount of all related fees and expenses (including all indicative, "flex" and other fees and original issue discount) payable by Purchaser in connection with the Transactions. Purchaser has paid in full any and all commitment or other fees required in connection with the Debt Commitment Letter that are due as of the date hereof. The only conditions precedent to the obligations of the Debt Financing Sources to fund the full amount of the Debt Financing are those expressly set forth in the Debt Commitment Letter, Parent and assuming the accuracy of the representations in all material respects set forth in Articles III, IV and V and the performance of the covenants and agreements set forth in this Agreement by each of the Company and its Subsidiaries, Purchaser does not have any reason to believe that any of the full amount under conditions to the Debt Financing Commitment Letters will not be satisfied or that the Debt Financing will not be available to Parent or Merger Sub Purchaser on the Closing Date. As date of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinClosing. As of the date hereof, there There are no side letters or other agreementsContracts or any understandings, arrangements conditions or understandings contingencies (except for the Fee Letter), relating to or affecting the Debt Financing to which Parent Purchaser or any Equity Investor of its Subsidiaries or any of their respective Affiliates is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Debt Commitment Letter provided that would (i) impair the enforceability of the Debt Commitment Letter, (ii) impose new or additional conditions precedent to the Company on Debt Financing, (iii) reduce the aggregate principal amount of the Debt Financing that is available at the Closing or prior to (iv) otherwise materially limit, prevent, impede or delay the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that consummation of the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.

Financing. Parent (a)Parent has delivered to the Company a true, correct complete and fully executed copy of a commitment letter dated the date of this Agreement (including all exhibits, schedules and annexes thereto as in effect on the date of this Agreement) (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement, the “Parent Commitment Letter”), from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (together with any other commitment parties or Affiliates thereof from time to time party to the Parent Commitment Letter, the “Lenders”) and true, complete copiesand fully executed copies of all associated fee letters dated the date of this Agreement (except that such copies of such fee letters may be redacted in a customary manner to remove fees, economic terms, “market flex” provisions and other customarily redacted provisions set forth therein so long as such redacted information does not contain terms relating to the conditionality or availability of the date hereofFinancing or the aggregate amount of the financing) (as they may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement, the “Fee Letters”), pursuant to which, and subject to the terms and conditions set forth therein, among other things, the Lenders party thereto have committed to Parent to provide Parent with debt financing in the amount set forth therein (i) each fully executed Equity the debt financing contemplated by the Parent Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereofof this Agreement, none of (x) the Financing Parent Commitment Letter and the Fee Letters has have not been amended, waived or modified, and (y) the commitments contained in the Parent Commitment Letter have not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated modified or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to rescinded in any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityrespect. As of the date hereofof this Agreement, except for the Parent Commitment Letter and, so long the provisions of the Fee Letters would not adversely affect the amount or availability of the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Fee Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreementscontracts, instruments or other commitments, obligations or arrangements (whether written or understandings oral) to which Parent or any Equity Investor of its Affiliates is a party that would adversely affect containing conditions precedent to the availability funding of the Equity Financing on full amount of the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.

Financing. Parent (a) The Buyer has delivered to the Company true, correct and complete copies, as of the date hereof, Seller unredacted copies of (i) each fully an executed Equity Commitment Letter debt commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), pursuant to which the lender parties thereto have agreed to provide debt financing provided for in an amount set forth therein being collectively referred to as (the “Equity Debt Financing”) ), and (ii) a fully an executed equity commitment letter (together with letter, including all annexes, exhibits, schedules, schedules and annexes thereto) and fee letter from the financial institutions identified therein, other attachments thereto (the “Debt Equity Financing Commitment LetterCommitment” and, together with the Equity Debt Commitment LettersLetter, the “Financing Commitment LettersCommitments”), pursuant to which Apollo Investment Fund VIII, L.P., Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P. and Apollo Overseas Partners VIII, L.P. have committed to provide, on the terms and subject only to the conditions expressly stated therein, debt provide equity financing in the amounts an amount set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flexEquity Financing” and other commercially sensitive informationand, in the fee letter entered into in connection together with the Debt Financing, may have been redacted the “Financing”). The Buyer has also delivered to the extentSeller the fee letters relating to the Debt Financing, in which the only redactions are the fee amounts, “flex” terms and other economic terms customarily redacted pursuant to stock purchase agreements of this type; provided that in each casecase such redactions do not relate to any terms that would be reasonably likely to adversely affect the conditionality, they are Permissible enforceability, availability or termination of the Debt Commitment Letter or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (collectively, the “Redacted Terms. Fee Letter”). (b) As of the date hereofof this Agreement, none of the Financing Commitment Letters has Commitments have been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parentthe Buyer, the respective commitments contained therein have not been withdrawn or rescinded, nor, to the knowledge of the Buyer, is any such amendment, modification, withdrawal or rescission currently contemplated other Persons party thereto than any amendment or modification to the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) who had not executed such Debt Commitment Letter as of the date of this Agreement. As of the date of this Agreement, the Financing Commitments are in accordance with its termsfull force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto, except as to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Applicable Laws laws affecting creditors’ rights generally and by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (c) There are no conditions precedent related to the funding or investing, as applicable, of the amount of the Financing required to pay the Required Amount, other than as expressly set forth in the Financing Commitments. Other than the Financing Commitments, there are no other Contracts, arrangements or side letters to which the Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the amount of the Financing required to pay the Required Amount that would (i) impair the enforceability of any of the Financing Commitments, (ii) reduce the aggregate amount of any portion of the Financing such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (iii) impose new or additional conditions precedent to the Financing, (iv) otherwise adversely modify any of the conditions precedent to the Financing or (v) reasonably be expected to prevent, impair or delay the consummation of the Financing. It is understood and acknowledged by the parties that the Redacted Fee Letter contains certain terms that relate to conditions precedent to the Financing, including, without limitation, “Purchase Price Reduction Cap” and “Equity Contribution Percentage.” (d) As of the date hereofof this Agreement, (i) no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default of the Buyer or, to the knowledge of the Buyer, any other parties thereto under the Financing Commitment Letters are Commitments, (ii) the Buyer is not aware of any fact, event or other occurrence that makes any of the representations or warranties of the Buyer in full force any of the Financing Commitments inaccurate in any material respect, and effect and (iii) assuming the satisfaction or waiver of the conditions set forth in Section 7.01 7.1 and Section 7.02 on 7.3 of this Agreement, the Closing Date, Parent Buyer has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions precedent set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason Financing Commitments will fail to believe be timely satisfied or that the full amount under the Financing Commitment Letters Required Amount will not be available to Parent at the Closing. (e) The Buyer has fully paid any and all commitment fees or Merger Sub on other fees required by the Closing Date. As terms of the Financing Commitments to be paid on or before the date hereof, of this Agreement and will continue to pay in full any such amounts required to be paid pursuant to the Equity Commitment Letter contains all terms of the conditions precedent Financing Commitments as and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company when they become due and payable on or prior to the Closing Date. (f) As of the date hereof. Each Equity of this Agreement, assuming (i) the accuracy in all material respects of the representations and warranties set forth in ARTICLE III and ARTICLE IV hereof and (ii) the performance by the Seller, the Company and its Subsidiaries of the covenants and agreements contained in Section 6.1 of this Agreement, the aggregate proceeds contemplated by the Financing Commitments (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” (including original issue discount flex) provided under the Debt Commitment Letter providesand Redacted Fee Letter), will in the aggregate be sufficient for the Buyer to pay all amounts required to be paid by the Buyer pursuant to ARTICLE II and will continue any other amounts required to providebe paid by the Buyer in connection with the transactions contemplated by this Agreement, including the payment of all related fees and expenses (such amount collectively, the “Required Amount”). (g) Notwithstanding anything to the contrary contained herein, the Buyer acknowledges and agrees that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation its obligations to consummate the Merger and pay the Aggregate Merger Consideration is transactions contemplated hereby are not conditioned on the availability of Debt Financingcontingent upon its ability to obtain any third party financing.

Financing. Parent (a) On the Execution Date, the Buyer has delivered to the Company Special Master true, correct correct, and complete copies, as of the date hereof, copies of (i) each fully the executed Equity Commitment Letter Letters from the Equity Financing Sources, which Equity Commitment Letters each provide that the Special Master is an express third party beneficiary thereto (the financing provided for therein being collectively referred to as the “Equity Financing”, and the commitments under the Equity Commitment Letters, the “Equity Financing Commitments”) and (ii) (A) a fully fully-executed commitment letter from each of the Debt Financing Sources identified therein (together with all exhibitsannexes, schedules, and annexes exhibits thereto) , as amended from time to time as permitted herein, the “Debt Commitment Letter”, and fee letter from the financial institutions identified thereincommitments under the Debt Commitment Letter, the “Debt Financing Commitments”; the Debt Commitment LetterLetter and the Equity Commitment Letters, collectively, the “Commitment Letters”), pursuant to which, and subject to the terms and conditions of which, the lenders party thereto have committed to lend the amounts set forth therein to the Buyer for the purpose of funding the Transactions in accordance with the terms set forth therein (the “Debt Financing” and, together with the Equity Commitment LettersFinancing, the “Financing Commitment Financings”), and (B) each related fee letter (collectively, the “Fee Letters”) ), which copy of such Fee Letter may be redacted to provideremove only the fees, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationeconomic terms set forth therein so long as such redacted information does not adversely affect the conditionality, in the fee letter entered into in connection with availability or aggregate principal amount of the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. . (b) As of the date hereofExecution Date, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming have not been withdrawn, rescinded, replaced or terminated, or otherwise amended, restated, amended and restated, waived, supplemented or otherwise modified in any respect (and no such amendment, restatement or modification is contemplated). The Equity Commitment Letters are legal, valid and binding obligations (subject to the satisfaction or waiver Equitable Exceptions) of the Buyer and the other parties thereto, enforceable in accordance with their terms. (c) As of the Execution Date, the Debt Commitment Letters are in full force and effect and have not been withdrawn, rescinded, replaced or terminated, or otherwise amended, restated, amended and restated, waived, supplemented or otherwise modified in any respect except in accordance with both (x) the implementation of “market flex” provisions set forth in the applicable Fee Letters and (y) this Agreement (and no such amendment, restatement or modification shall be contemplated). As of the Execution Date, the Debt Commitment Letters are legal, valid and binding obligations (subject to the Equitable Exceptions) of the Buyer and the other parties thereto, enforceable in accordance with their terms. There are no agreements, side letters or arrangements (other than the Debt Commitment Letter and the Fee Letters) relating to the Debt Financing Commitments or the Debt Financing that imposes or permits the imposition of conditions precedent to the funding of the Debt Financing on the Closing Date or would otherwise affect the availability of the Debt Financing on the Closing Date. As of the Execution Date, the Buyer and the Debt Financing Sources are not in breach of any of the terms or conditions set forth in Section 7.01 and Section 7.02 on the Closing Debt Commitment Letter. As of the Execution Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute constitutes a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, Buyer under any term or condition of the Financing Debt Commitment Letters. Assuming , and, the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent Buyer does not have any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter, or that the full amount under of the Equity Financing Commitment Letters or the Debt Financing will not be available to Parent or Merger Sub the Buyer on the Closing Date. As of On the date hereofExecution Date, the Equity Buyer has fully paid any and all commitment fees or other fees that, in each case, are required by the Debt Financing Commitments or any Fee Letter to be paid on or before the Execution Date. On the Execution Date, the Debt Commitment Letter contains Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Debt Financing available to Parent the Buyer on the terms thereinset forth therein and there are no contingencies that would permit the Debt Financing Sources to reduce the total amount of the Debt Financing below the Required Amount or impose any additional conditions precedent to the availability of the Debt Financing. As of the date hereofExecution Date, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability none of the Equity Debt Financing on Commitments have been terminated or withdrawn, no lender has notified the Closing DateBuyer of its intention to terminate or withdraw the Debt Financing Commitments, other than as expressly and the Buyer does not know of any facts or circumstances that may be expected to result in any of the conditions set forth in the Equity Debt Commitment Letter provided not being satisfied. To the extent this Agreement must be in a form acceptable to any lender providing Debt Financing, such lender or lenders have approved this Agreement. (d) The obligations of the Buyer under this Agreement are not subject to any conditions regarding the Buyer’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions contemplated hereby. (e) The aggregate proceeds from the Debt Financing (net of original issue discount, upfront fees and other fees, premiums and charges payable in connection therewith, after giving effect to the Company maximum amount of “market flex” provided under the Debt Financing Commitments and each Fee Letter) together with the Equity Financing and Buyer’s cash on or prior to hand will be sufficient for satisfaction of all of the date hereof. Each Equity Commitment Letter provides, Buyer’s obligations under this Agreement and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger Transactions, including the payment of the Closing Consideration, repayment of the Specified Debt and pay the Aggregate Merger Consideration is not conditioned on payment of all associated costs and expenses (including the availability of Debt FinancingClosing Transaction Expenses) (collectively, the “Required Amount”).

Financing. (a) Parent has, or will have, sufficient funds available to consummate the transactions contemplated hereby. (b) Simultaneously with the execution and delivery of this Agreement, Parent has delivered provided to the Company true, a true and correct and complete copies, as copy of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinCarlyle U.S. Equity Opportunity Fund, L.P. (the “Debt Financing Commitment Letter” andEquity Commitment”), together with pursuant to which the Investor (as defined in the Equity Commitment LettersCommitment) have committed, the “Financing Commitment Letters”) to provide, on upon the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related provide to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to equity financing in the Closing Date cash amount set forth therein (the “Equity Commitment Amounts”) in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing DateAgreement. Each Financing The Equity Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and are valid and binding obligations of Parent and the other parties thereto, all fees that are payable on or prior to the date of this Agreement have been paid in full and all other fees required to be paid thereunder will be duly paid in full when due and the Equity Commitment has not been terminated or amended or otherwise modified in any respect, and there is no breach existing thereunder. As of the date of this Agreement, assuming the satisfaction or waiver accuracy of the conditions representations and warranties of the Company set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has this Agreement (i) no reason to believe that any event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or a breach or a failure to satisfy a condition precedent on the part of any of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of Equity Commitment, and Parent and Merger Sub have no reason to believe that the Financing financing contemplated by the Equity Commitment Letterswill not be consummated as contemplated therein. Assuming the accuracy of the representations and warranties of the Company set forth herein including, without limitation, Section 4.2, compliance by the Company of its covenants and obligations hereunder, satisfaction of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger and subject to the terms and conditions set forth in Section 7.01 and Section 7.02 on the Closing DateEquity Commitment, neither Parent nor Merger Sub is, as of the date hereof, Parent does not have aware of any reason to believe fact, occurrence or condition that would cause the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, commitments provided for in the Equity Commitment Letter contains all to be terminated or ineffective or any of the conditions precedent and other conditions therein not to be satisfied at or prior to the obligations of Merger Effective Time. The equity investments by the parties thereunder to make the full amount of Investors under the Equity Financing available Commitment is not subject to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, condition other than as expressly set forth in the Equity Commitment Letter provided or to any contingencies that would permit the Company on or prior Investors to reduce the date hereof. Each total amount of the Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth thereinAmounts. Parent and Merger Sub acknowledge and expressly agree that their obligation to consummate in no event shall the Merger and pay the Aggregate Merger Consideration is not conditioned on the receipt or availability of Debt Financingany funds or financing (including, for the avoidance of doubt, the Equity Commitment) by Parent, Merger Sub or any Affiliate be a condition to any of Parent’s or Merger Sub’s obligations hereunder.

Financing. Parent (i) Buyer has delivered to the Company true, correct true and complete copiesexecuted copies of (a) a debt commitment letter (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Debt Commitment Letter”), dated as of the date hereof, between JPMorgan Chase Bank, N.A., Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. (ithe “Initial Commitment Parties”), Buyer and CommScope, Inc., pursuant to which and subject to the terms and conditions thereof, the Initial Commitment Parties have committed to lend the amounts set forth therein to Buyer for the purpose of funding the transactions contemplated by this Agreement and fees and expenses incurred in connection therewith (the provision of such funds as set forth therein, including the offering or private placement of debt securities contemplated by the Debt Commitment Letter and any related engagement letter, the “Debt Financing”), (b) each fully executed Equity the fee letter referenced in the Debt Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Commitment”) redacted in a customary manner with respect to the fees, certain economic terms of the flex provisions and “securities demand” provisions and other customarily redacted provisions, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Debt Financing, (c) an Equity Commitment LettersLetter (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Sponsor Equity Commitment”), dated as of the date hereof, between Buyer, as an express third party beneficiary pursuant to Section 5 thereof, Carlyle Partners VII, L.P., a Delaware limited partnership (the “Sponsor”), and Carlyle Partners VII S1 Holdings, L.P., a Delaware limited partnership (together with any permitted transferees thereof, the “Equity Investor”) and (d) an Investment Agreement (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Investment Agreement”, and together with the Sponsor Equity Commitment, the “Equity Commitments” and, together with the Debt Financing Commitment, the “Financing Commitment LettersCommitments”) ), dated as of the date hereof, between the Equity Investor and Buyer. Pursuant to providethe Sponsor Equity Commitment, on and subject to the terms and subject only conditions thereof, Sponsor has committed to the conditions expressly stated therein, debt financing in provide the amounts set forth therein; provided that fee therein to the Equity Investor for the purpose of funding the amounts and pricing terms, including terms of contemplated by the Investment Agreement (the “market flex” Sponsor Equity Financing”). Pursuant to the Investment Agreement, and other commercially sensitive informationsubject to the terms and conditions thereof, in the fee letter entered into Equity Investor has committed to provide the amounts set forth therein to Buyer for the purpose of funding the transactions contemplated by this Agreement and fees and expenses incurred in connection therewith (the “Buyer Equity Financing” and, together with the Sponsor Equity Financing, the “Equity Financing” and, together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms“Financing”). As of the date hereof, none of (i) the Financing Commitment Letters has Commitments and the commitments contained therein have not been terminated, withdrawn, terminated, repudiated, rescinded, amended, amended restated, supplemented or otherwise modified in any material respect and restated or modified(ii) to the Knowledge of Buyer, no terms thereunder have been waivedsuch termination, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated (other than amendments permitted by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”Section 6.14), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, the Financing Commitment Letters Commitments are in full force and effect and constitute the legal, valid and binding obligation of each of Buyer and, to the Knowledge of Buyer, the other parties thereto, enforceable in accordance with their respective terms against Buyer and, to the Knowledge of Buyer, the other parties thereto, subject in each case to the Bankruptcy and Equity Exception. There are no conditions precedent or contingencies related to the funding of the Financing pursuant to the Financing Commitments (including any “flex” provisions) other than as expressly set forth in or contemplated by the Financing Commitments. Assuming performance by the Company of its obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to Financing Commitments will be sufficient, together with other sources of cash available to Buyer, to pay all of Buyer’s obligations under this Agreement, including the payment of the aggregate Per Share Acquisition Consideration and all fees, costs and expenses to be paid in connection therewith, including such fees, costs and expenses relating to the Financing. As of the date of this Agreement, to the Knowledge of Buyer and assuming the satisfaction or waiver accuracy in all material respects of the representations and warranties set forth in Section 5.1 as of the Closing and satisfaction of all conditions set forth in Section 7.01 7.1 and Section 7.02 on 7.2 as of the Closing DateClosing, Parent has no reason to believe that any event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a breach or default or breach on the part of Parent Buyer under the Financing Commitments or Merger Sub or, any other party to the knowledge of ParentFinancing Commitments, any other parties thereto, under (ii) constitute or result in a failure by Buyer to satisfy any of the terms or conditions set forth in the Financing Commitment LettersCommitments, (iii) make any of the representations and warranties of Buyer set forth in the Financing Commitments inaccurate in any material respect or (iv) otherwise result in any portion of the Financing being unavailable (taking into account the Marketing Period). Assuming As of the date of this Agreement, assuming satisfaction of the conditions set forth in Section 7.01 7.1 and Section 7.02 on the Closing Date, 7.2 as of the date hereofClosing, Parent Buyer does not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied or that the Financing will not be available to Parent or Merger Sub Buyer on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereofthis Agreement, there are no side letters letters, other Contracts or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely could affect the availability of the Equity Financing on the Closing Date, Date other than as expressly set forth in the Equity Commitment Letter provided Financing Commitments, the Fee Letter, customary engagement letters, customary fee discount or rebate letters and non-disclosure agreements. No commitment or other fees are required to the Company be paid on or prior to the date hereofhereof under the terms of the Financing Commitments and Buyer will pay (or cause to be paid) all other commitment fees and other fees as required to be paid under the terms of the Financing Commitments upon the Closing. (ii) The obligations of Buyer under this Agreement are not subject to any conditions regarding the ability of Buyer, any of its Affiliates or any other Person to obtain financing for the consummation of the transactions contemplated hereby. (iii) The term “Knowledge” when used in this Agreement with respect to Buyer shall mean the actual knowledge of ▇▇▇▇▇▇ (▇▇▇▇▇) ▇. Each Equity Commitment Letter provides▇▇▇▇▇▇▇, and will continue to provide▇▇., that the Company is a third party beneficiary thereof as set forth therein▇▇▇▇▇▇▇▇▇ ▇. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability ▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ after due inquiry of Debt Financingsuch person’s direct reports.

Financing. (a) Parent has delivered to the Company (i) a true, correct and complete copiescopy of an executed definitive debt commitment letter together with all attached exhibits, schedules, annexes (the “Debt Commitment Letter”), (ii) a true, correct and complete copy of an executed definitive equity commitment letter (the “Equity Commitment Letter”) and (iii) a true, correct and complete copy of an executed guaranty (the “Guaranty”) (the Debt Commitment Letter, until replaced by definitive agreements as contemplated by Section 5.14, the Equity Commitment Letter and the Guaranty, along with any related documents, entered into in accordance with the terms of this Agreement, together the “Financing Agreements”) with the investors or financial institutions named therein. As of the date hereofof this Agreement, of (ipursuant to the Debt Commitment Letter, the Debt Financing Source(s) each fully executed Equity have committed to provide, subject only to the terms and conditions expressly set forth in the Debt Commitment Letter, the debt financing described in the Debt Commitment Letter (the “Debt Financing”), pursuant to the Equity Commitment Letter, the Equity Financing Sources have committed to provide, subject only to the terms and conditions expressly set forth in the Equity Commitment Letter, the equity financing provided for therein being collectively referred to as (the “Equity Commitment”) described in the Equity Commitment Letter and related documents (the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted the “Financing”) and pursuant to the extentGuaranty, the Guarantor has committed to guarantee Parent’s and Merger Sub’s obligations under this Agreement to the extent set forth therein, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated herebyTransactions. The Financing Agreements have not been amended, including payment modified or supplemented prior to the date of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, and, as of the date of this Agreement, no such amendment, modification or supplement is contemplated by Parent or, to pay the knowledge of Parent, any other amounts required party thereto. As of the date of this Agreement, the respective commitments contained in the Debt Commitment Letter and the Equity Commitment Letter have not been withdrawn or rescinded. The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereto, solely for the purpose of seeking, and is entitled to seek, specific performance of Parent’s right to cause the Equity Commitment (as defined in the Equity Commitment Letter) to be paid by Parent or Merger Sub on or prior funded thereunder (but in such case only as and to the Closing Date extent permitted pursuant to, and subject to the terms and conditions of, the Equity Commitment Letter and Section 8.12), and for no other purpose and, in connection with therewith, the consummation Company has the right to an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent to cause, or to directly cause, the transactions contemplated by this Agreement Equity Financing Source to fund, directly or indirectly, the Equity Commitment (as defined in the “Required Amount”)Equity Commitment Letter) as, assuming and to the satisfaction extent permitted by, the Equity Commitment Letter, in each case, when all of the conditions to funding the Equity Commitment (as defined in the Equity Commitment Letter) set forth in the Equity Commitment Letter have been satisfied and as permitted by the exercise of the Company’s rights under Section 7.02(a) 8.12. A true, correct and Section 7.02(b) complete copy of each fully executed Debt Commitment Letter, Equity Commitment Letter and the Guaranty as in effect on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (date of this Agreement has been provided to the extent Company. (b) Except for fee letters (complete copies of which have been provided to the Company, with only fee amounts and other customary threshold amounts redacted; provided that Parent represents and warrants that the redacted provisions in such fee letters do not permit the imposition of any new conditions (or the expansion of any existing conditions) with respect to the availability of the Financing or any reduction in the amount or net proceeds of the Financing or the enforceability of the Debt Commitment Letter), customary engagement letters for take-out financing and customary agency fee letters with respect to the Debt Financing and any interest rate, currency or other cost caps relating to the Debt Financing, as of the date hereof there are no side letters or Contracts to which Parent or Merger Sub is a party theretorelated to the conditionality, funding or consummation of the Financing. (c) Parent has paid all commitment fees or other fees that are due and payable in connection with the Financing Agreements, and the Financing Agreements are (or will be when executed) in full force and effect and are (or will be when executed) the legal, valid, binding and enforceable obligations of Parent and Merger Sub, as the case may be and to the extent applicable, and, to the knowledge of ParentParent and Merger Sub, such each of the other Persons party thereto parties thereto, in accordance with its termseach case subject to the Bankruptcy and Equity Exception. (d) There are no conditions precedent or other contingencies related to the obligations of the Financing Sources, except Parent and Merger Sub under the Financing Agreements, other than as enforcement may be limited expressly set forth in the Financing Agreements delivered by bankruptcyParent to the Company on or prior to the date hereof and, insolvencyin the case of Parent and Merger Sub, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. other than as expressly set forth in this Agreement. (e) As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of ParentParent or Merger Sub, any other parties thereto, party thereto under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing DateAgreements. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in this Agreement, Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Agreements will not be satisfied. (f) The aggregate proceeds of the Financing, together with cash or cash equivalents held by Parent, as of the Effective Time, will be sufficient to enable Parent to pay all amounts required to be paid by Parent or Merger Sub in cash in connection with the Merger and the Transactions. (g) Each of the Guarantor and the Equity Financing Source has the financial capacity to pay and perform its obligations under the Guaranty and the Equity Commitment Letter contains Letter, respectively, and all of funds necessary for the conditions precedent Guarantor and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing Source to fulfill its obligations under the Guaranty and the Equity Commitment Letter, respectively, will be available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of Guarantor and the Equity Financing on Source as long as the Closing Date, other than as expressly set forth in Guaranty and the Equity Commitment Letter Letter, respectively, remains in effect. Parent has provided to the Company on or prior to a true and correct copy of the Guarantor’s balance sheet as of December 31, 2018 (the “Guarantor Balance Sheet”), which balance sheet fairly presents, in all material respects, the financial position of the Guarantor as of such date. There have been no material changes in the financial position of the Guarantor since the date hereof. Each Equity Commitment Letter providesof the Guarantor Balance Sheet that, and will continue individually or in the aggregate, would reasonably be expected to provide, that materially adversely affect the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation Guarantor’s ability to consummate fulfill its obligations under the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingGuaranty.

Financing. Parent (a) Lessee acknowledges that Lessor has delivered to advised Lessee that Lessor has obtained financing secured by, among other things, the Company trueSystem and this Agreement. In connection with such financing, correct Lessor made certain representations, warranties and complete copies, as of the date hereof, of covenants set forth in that certain (i) each fully executed Equity Commitment Letter Amended and Restated Note Purchase Agreement entered into by Lessor and dated as of September 14, 2010 (the financing provided for therein being collectively referred as amended, restated, supplemented or otherwise modified from time to as time, the “Equity Financing2009 Note Purchase Agreement”) ), a copy of which has been provided to and reviewed by Lessee; (ii) a fully executed commitment letter Amended and Restated Note Purchase Agreement entered into by Lessor and dated as of July 13, 2010 (together with all exhibitsas amended, schedulesrestated, and annexes thereto) and fee letter supplemented or otherwise modified from the financial institutions identified thereintime to time, the “Debt Financing Commitment Letter” and2010 Note Purchase Agreement”), together with the Equity Commitment Lettersa copy of which has been provided to and reviewed by Lessee; (iii) Note Purchase Agreement entered into by Lessor and dated as of December 3, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Commitment Letters2015 Note Purchase Agreement”), a copy of which has been provided to and reviewed by Lessee; (iv) to provide, on the terms Third Amended and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter Restated Credit Agreement entered into in connection with the Debt Financingby Lessor and dated as of December 10, may have been redacted to the extent2014 (as amended, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amendedrestated, amended and restated restated, supplemented or modifiedotherwise modified from time to time, no terms thereunder have the MCALLEN LEASE “2014 Credit Agreement”), a copy of which has been waivedprovided to and reviewed by Lessee; (v) Amended and Restated Credit Agreement entered into by Lessor and dated as of December 3, 2015 (as amended, restated, amended and no such withdrawalrestated, terminationsupplemented or otherwise modified from time to time, repudiationthe “2015 Credit Agreement”), rescissiona copy of which has been provided to and reviewed by Lessee; and (vi) Term Loan Credit Agreement entered into by Lessor and dated as of June 5, amendment2017 (as amended, amendment restated, amended and restatementrestated, modification supplemented or waiver otherwise modified from time to time, the “Term Loan Agreement”), a copy of which has occurred, andbeen provided to and reviewed by Lessee. (b) Lessee agrees with Lessor that, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated otherwise covered by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment terms of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, Lessee hereby makes on a continuous and ongoing basis the same representations and warranties to pay any other amounts required to be paid by Parent or Merger Sub on or prior Lessor as Lessor makes to the Closing Date Lender (as defined in connection with the consummation of the transactions contemplated by this Agreement 2014 Credit Agreement) in Sections 6.3 (the “Required Amount”Disclosure), assuming the satisfaction 6.5 (Financial Condition; Financial Instruments), 6.6 (Compliance with Laws, Other Instruments, Etc.), 6.7 (Governmental Authorizations, Etc.), 6.8 (Litigation; Observance of the conditions set forth in Section 7.02(a) Agreements, Statutes and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against ParentOrders), Merger Sub 6.9 (Taxes), 6.10 (Title to the extent Parent or Merger Sub is a party thereto) andProperty; Leases), to the knowledge of Parent6.11 (Insurance), such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.6.12 (

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, as copies of executed equity commitment letters from the date hereof, of Sponsors or their respective Affiliates (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) pursuant to providewhich each Sponsor or its Affiliate has committed to purchase, on or cause the purchase of, for cash, subject to the terms and subject only conditions therein, equity securities of Parent, up to the conditions expressly stated therein, debt financing in the amounts aggregate amount set forth therein; provided that fee amounts and pricing terms, including terms therein (the “Financing”). Each of the “market flex” Equity Commitment Letters provides that the Company is an intended third party beneficiary thereof and other commercially sensitive information, entitled to enforce such Equity Commitment Letter in the fee letter entered into in connection accordance with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. terms and conditions thereof. (b) As of the date hereof, none (i) each of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters is in full force and the Debt Financing effect and is funded in accordance with the Debt Financing Commitment Lettera legal, as applicable, the net proceeds contemplated by the Equity Commitment Letters, valid and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment binding obligation of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior (subject to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) Bankruptcy and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party theretoEquity Exception) and, to the knowledge of Parent, such the other Persons party parties thereto in accordance with its terms(subject to the Bankruptcy and Equity Exception), except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As (ii) none of the date hereof, the Financing Equity Commitment Letters are has been amended or modified and no such amendment or modification is contemplated (other than as permitted by Section 6.07), and the respective commitments contained in full force the Equity Commitment Letters have not been withdrawn, terminated or rescinded in any respect and effect no such withdrawal, termination or rescission is contemplated, and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has (iii) no reason to believe that any event has occurred which, that (with or without notice, lapse of time time, or both, ) would or would reasonably be expected to constitute a breach or default or breach under the Equity Commitment Letters on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of . Assuming (A) the Financing is funded in accordance with the Equity Commitment Letters. Assuming , and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section Sections 7.01 and Section 7.02 on or the Closing Datewaiver of such conditions, as of the date hereof, Parent does not have any reason to believe that the full amount under proceeds contemplated by the Financing Equity Commitment Letters will not be available to Parent or sufficient for Merger Sub on and the Closing Date. As Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the date hereof, Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The Equity Commitment Letter contains Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity applicable Financing available to Parent or Merger Sub on the terms and conditions therein. As of the date hereofof this Agreement, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge do not have any reason to believe that any of the conditions of the Financing will not be satisfied or that the Financing will not be available to Parent and agree that their obligation Merger Sub at the time required to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingTransactions.

Financing. (a) As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct and complete copies, as copy of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed debt commitment letter and Redacted Fee Letter, each dated August 8, 2021 (as replaced, amended, supplemented, modified or waived in accordance with Section 5.12 hereof, together with all exhibits, schedules, annexes and annexes schedules thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) from the Debt Financing Entities party thereto pursuant to providewhich such Debt Financing Entities have agreed, on subject to the terms and subject only conditions thereof, to the conditions expressly stated therein, provide debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of . The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. .” (b) As of the date hereofof this Agreement, none Parent is a party to and has delivered to the Company a true, complete and correct copy of an investment agreement dated as of the Financing Commitment Letters has been withdrawndate of this Agreement (redacted only to omit portions that do not adversely affect the amount, terminatedconditionality, repudiatedenforceability, rescindedtermination or availability of the Cash Equity in any respect, amendedor the Company’s third party beneficiary rights provided therein (provided that the identities of the parties thereto shall not be redacted)), amended together with all exhibits and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, schedules thereto applicable to the unredacted portions thereof (the “Investment Agreement” and, together with the Debt Commitment Letter, the “Commitment Letters”), pursuant to which Affiliates of the Equity Investors specified therein have agreed, subject to the extent related to any Person that is not an Affiliate of Parentterms and conditions thereof, to invest in Parent the knowledge of Parentcash equity set forth therein or contribute to Parent the assets set forth therein, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except as applicable. The cash equity committed pursuant to the extent any such amendment Investment Agreement is not prohibited under referred to in this Agreement. Assuming Agreement as the “Cash Equity.” The Cash Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded are collectively referred to in accordance with this Agreement as the “Financing.” (c) Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Commitment Letter, as applicable, Entities and the net proceeds Equity Investors to provide the full amount of the Financing contemplated by the Equity Commitment Letters, and . Assuming the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment satisfaction of the Aggregate Merger Considerationconditions in Section 6.1 and Section 6.3, to make any repayment, repurchase or refinancing of debt as of the Company and its Subsidiaries contemplated by date of this Agreement, Parent does not have any reason to pay any other amounts required believe that it will be unable to satisfy on a timely basis all terms and conditions to be paid satisfied by Parent or Merger Sub it in any of the Commitment Letters on or prior to the Closing Date in connection with the consummation Date, nor does Parent have Knowledge that any of the transactions contemplated by Debt Financing Entities or the Equity Investors will not perform its obligations thereunder. The Debt Commitment Letter constitutes the entire and complete agreement of the parties thereto with respect to the Debt Financing, the Investment Agreement constitutes the entire and complete agreement of the parties thereto with respect to the Cash Equity and, in each case, as of the date of this Agreement Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind (except for the “Required Amount”Redacted Fee Letter and except for the redacted portions of the Investment Agreement, none of which redacted portions adversely affect the amount, conditionality, enforceability, termination or availability of the Financing in any material respect), assuming relating to either Commitment Letter that could materially adversely affect the availability, enforceability, or conditionality of the Financing or reduce the aggregate principal amount of the Financing below the Merger Amounts at Closing. (d) Assuming the satisfaction of the conditions set forth in Section 7.02(a) 6.1 and Section 7.02(b) 6.3, the Financing, when funded in accordance with the Commitment Letters, will provide Parent with cash proceeds on the Closing Date. Each Financing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Commitment Letter is enforceable against Letters, including the payment of the Merger Consideration, any payments in respect of equity compensation obligations to be made in connection with the Merger, payment of any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, and any repayment of any outstanding indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letters (to such amounts, collectively, the extent “Merger Amounts”). (e) As of the date of this Agreement, the Commitment Letters constitute the legal, valid and binding obligations of Parent or Merger Sub is a party thereto) and, to the knowledge Knowledge of Parent, such the other Persons party thereto in accordance with its termsparties thereto, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equitysubject to the Enforceability Exceptions. As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, which (with or without notice, lapse of time or both, ) would or would reasonably be expected to constitute a default breach or breach on failure to satisfy a condition by Parent under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Commitment Letters. Assuming , and, assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.02 on the Closing Date, as of the date hereof6.3, Parent does not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied by Parent on a timely basis or that the Financing will not be available to Parent or Merger Sub on the Closing Datedate of the Closing. Parent has paid, or caused to be paid, in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement. None of the Commitment Letters has been modified, amended or altered as of the date hereof and none of the respective commitments under any of the Commitment Letters has been withdrawn or rescinded in any respect as of the date hereof, and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions no modification or amendment to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor Commitment Letters is a party that would adversely affect the availability of the Equity Financing on the Closing Date, contemplated other than as expressly set forth such modification or amendment may be made in accordance with Section 5.12 hereof. (f) Without limiting Section 8.5(b), in no event shall the Equity Commitment Letter provided to receipt or availability of any funds or financing (including, for the Company on or prior to avoidance of doubt, the date hereof. Each Equity Commitment Letter providesFinancing (including any alternative financing thereof)) by Parent, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that or any of their obligation respective Affiliates or any other financing or other transactions be a condition to consummate the any of Parent’s or Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingSub’s obligations under this Agreement.

Financing. Parent (a) Assuming the Financing is funded in full in accordance with its terms, the accuracy of the warranties in Article III, Article IV and Article V, and the performance by the Sellers, Everest, Olympus and each of their respective Subsidiaries of their respective obligations under this Agreement, as of the Closing Date and as of the Closing, Purchaser shall have available to it all funds necessary to consummate the Sale and the other transactions contemplated by this Agreement and to pay the Purchase Price, all fees incurred in connection with the Financing, and all other cash amounts required to be paid at or in connection with the Closing in connection with the transactions contemplated by this Agreement, and, when so required to pay or otherwise perform, as applicable, Purchaser shall be able to pay or otherwise perform the obligations of Purchaser or any of its Affiliates under this Agreement. (b) Purchaser has delivered made available to Trango and the Company Olympus Sellers’ Representative a true, complete and correct copy, including all exhibits and complete copiesschedules thereto, of the fully executed commitment letter, dated as of the date hereof, from Bank of (i) each fully executed Equity Commitment Letter America, N.A. and BofA Securities, Inc. (the financing provided for therein being collectively referred to as the “Equity FinancingCommitment Parties”) and to Purchaser (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and”), together with pursuant to which the Equity Commitment LettersParties have committed, the “Financing Commitment Letters”) to provide, on upon the terms and subject only to the conditions expressly stated therein, debt financing set forth therein (subject to any “market flex” provisions included in the amounts set forth therein; provided that fee amounts letter dated the date hereof referred to therein (the “Fee Letter”), a true and pricing complete copy of which has been made available to Trango and the Olympus Sellers’ Representative with fees, economic terms, including terms of the pricing caps, “market flex” and other commercially sensitive informationcustomary provisions redacted), to provide the financing set forth in the fee letter entered into in connection with Debt Commitment Letter (the “Financing”). As of the date of this Agreement, the Debt FinancingCommitment Letter has not been amended or modified in any manner and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, may have been redacted terminated or rescinded in any respect. The Debt Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Purchaser and, to the extentKnowledge of Purchaser, a valid, binding and enforceable obligation of the Commitment Parties, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in the Debt Commitment Letter and, in each case, they subject to the Enforceability Exceptions. Purchaser has fully paid (or caused to be paid) any and all commitment fees and other amounts, if any, that are Permissible Redacted Termsdue and payable on or prior to the date of this Agreement in connection with the Financing. (c) As of the date of this Agreement, assuming the conditions set forth in Section 8.1 and Section 8.2 are satisfied, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure to satisfy a condition precedent on the part of Purchaser or any of its Affiliates or, to the Knowledge of Purchaser, any other Person under the Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including pursuant to any “market flex” provisions included in the Fee Letter), other than the conditions precedent set forth in and contemplated by the Debt Commitment Letter. As of the date hereof, none other than the Debt Commitment Letter and the Fee Letter, there are no side letters, understandings or other agreements, contracts or arrangements of any kind directly or indirectly related to the Financing that could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, (it being understood Purchaser may be party to the extent related a customary engagement letter with respect to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required debt securities to be paid issued in connection with the Merger and the other transactions contemplated herebylieu, including payment or as part, of the Aggregate Merger ConsiderationFinancing and side letters solely with respect to fees, to make any repayment, repurchase or refinancing fee credits and/or appointment of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement roles and/or titles). (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(ad) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has (i) no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach event of default under the Purchaser Credit Agreement, (ii) assuming the conditions in Section 8.1 and Section 8.2 are satisfied, Purchaser has no reason to believe that it will not be able to satisfy on a timely basis (taking into account the part timing of Parent or Merger Sub or, the Marketing Period) any condition to the knowledge of Parent, any other parties thereto, under any closing of the Financing Commitment Letters. Assuming the satisfaction of applicable to it, including without limitation the conditions set forth in Section 7.01 and 2.17 or Section 7.02 on 2.18 of the Closing DatePurchaser Credit Agreement, as applicable, and (iii) the transactions contemplated by this Agreement together constitute a Limited Condition Transaction (as defined in the Purchaser Credit Agreement) pursuant to clause (i) of the date hereofdefinition of Limited Condition Transaction (as defined in the Purchaser Credit Agreement) and, Parent does not have any reason substantially concurrently with the execution and delivery of this Agreement, Purchaser will make an LCT Election (as defined in the Purchaser Credit Agreement) with regard to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As such Limited Condition Transaction in accordance with Section 1.10 of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingPurchaser Credit Agreement.

Financing. (a) Parent has delivered to the Company true, complete and correct and complete copies, as of the date hereof, copies of (i) each fully an executed Equity Debt Commitment Letter Letter, dated September 29, 2015, among Parent, Merger Sub and China Merchants Bank NY Branch (the financing provided for therein being collectively referred to “Lender”) (as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letterssame may be amended or modified pursuant to Section 6.04(b), the “Financing Commitment LettersDocument”) ), pursuant to providewhich the Lender has agreed, on subject to the terms and subject only to the conditions expressly stated therein, to provide or cause to be provided the aggregate debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms therein for the purpose of financing the Transactions (the “market flex” Financing”); (ii) the Rollover Agreement, and other commercially sensitive information, in the (iii) any fee letter entered into in connection with the Debt FinancingFinancing (any such fee letter, a “Fee Letter”)(it being understood that any such Fee Letter provided to the Company may have been be redacted to omit the extent, in each case, they are Permissible Redacted Terms. numerical fee amounts and other economic terms provided therein). (b) As of the date hereof, none of (i) the Financing Commitment Letters has been withdrawnDocument and the Rollover Agreement, terminatedin the form so delivered, repudiatedare in full force and effect and are the legal, rescinded, amended, amended valid and restated or modified, no terms thereunder have been waived, binding obligations of Parent and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, Merger Sub and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawalof the other parties thereto, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded specifically enforceable in accordance with the Equity Commitment Letters terms and conditions thereof, (ii) neither the Financing Document nor the Rollover Agreement has been amended or modified and, to the knowledge of Parent, no such amendment or modification is contemplated, (iii) the respective commitments contained in the Financing Document and the Debt Rollover Agreement have not been withdrawn, terminated or rescinded in any respect and, to the knowledge of Parent, no such withdrawal, termination or rescission is contemplated and (iv) no event has occurred that (with or without notice, lapse of time, or both) would constitute a material breach under the Financing is funded Document or the Rollover Agreement by Parent or Merger Sub and, to the knowledge of Parent, by the other parties thereto. (c) Assuming (x) the Financing occurs in accordance with the Debt Financing Commitment LetterDocument, as applicable, and (y) the net proceeds transactions contemplated by the Equity Commitment LettersRollover Agreement are consummated in accordance with the terms of the Rollover Agreement, Parent and Merger Sub will have funds sufficient to (1) consummate the Transactions on the terms contemplated by this Agreement, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to (2) pay the any other amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions Transactions upon the terms and conditions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) hereby and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally all related fees and by general principles of equityexpenses associated therewith. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver Document contains all of the conditions set forth in Section 7.01 and Section 7.02 on precedent to the Closing Date, Parent has no reason obligations of the parties thereunder to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected make the Financing available to constitute a default or breach on the part of Parent or Merger Sub or, to on the knowledge of Parent, any other parties thereto, under any terms and conditions therein. As of the Financing Commitment Letters. Assuming date hereof, and subject to the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof7.02, Parent does and Merger Sub do not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied or that the Financing will not be available to Parent or and Merger Sub on at the Closing Datetime required to consummate the Transactions. As Parent and Merger Sub have fully paid any and all commitment fees or other fees that have been incurred and are due and payable in connection with the Financing Document prior to or in connection with the execution of the date hereofthis Agreement, the Equity Commitment Letter contains and Parent and Merger Sub will pay when due all of the conditions precedent other commitment fees and other conditions to fees arising under the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinDocument as and when they become due and payable thereunder. As of the date hereof, there are no side letters or other agreements, arrangements oral or understandings written Contracts to which Parent or any Equity Investor of its Affiliates is a party that would adversely affect related to the availability funding or investing, as applicable, of the Equity full amount of the Financing on the Closing Date, other than (i) as expressly set forth in the Equity Commitment Letter Financing Document, (ii) the Fee Letter, and (iii) any customary engagement letter(s) and non-disclosure agreement(s) (complete copies of which have been provided to the Company on Company) that do not impact the conditionality or prior amount of the Financing. The parties hereto agree that it shall not be a condition to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Closing for Parent and or Merger Sub acknowledge and agree that their obligation to consummate obtain the Merger and pay Financing or the Aggregate Merger Consideration is not conditioned on the availability of Debt Alternative Financing.

Financing. Parent Concurrently with the execution of this Agreement, the Buyer has delivered to the Company true, correct Sellers Representative a true and complete copiescopy of an executed commitment letter, dated as of July 16, 2021, from the date hereof, of investors party thereto (i) each fully executed the "Equity Commitment Letter (Letter"), pursuant to which such investors have committed to invest in the financing provided for therein being collectively referred Buyer the cash amounts necessary to as satisfy the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinInitial Purchase Price, the “Debt Financing Commitment Letter” andSettlement Amounts, together with other payment obligations of Buyer pursuant to this Agreement and all fees and expenses incurred by the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into Buyer in connection with the Debt transactions contemplated by this Agreement and the Ancillary Agreements (the "Equity Financing"). The Equity Commitment Letter is a legal, may have been redacted valid and binding obligation of the Buyer and each other party thereto, enforceable against the Buyer and each such other party in accordance with its terms, and is in full force and effect. The Equity Commitment Letter provides, and will continue to provide, that the Seller Representative is a third-party beneficiary thereof and is entitled to enforce such agreement to the extent, in each case, they are Permissible Redacted Termsextent provided therein. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated no event or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event circumstance has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent the Buyer or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing other parties thereto under the Equity Commitment Letters. Assuming Letter, and assuming the satisfaction of the conditions to closing set forth in Section 7.01 Sections 8.1 and Section 7.02 on the Closing Date8.3, as of the date hereof, Parent does not have any hereof the Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by the full amount under Buyer contained in the Financing Equity Commitment Letters will not be available to Parent or Merger Sub on the Closing DateLetter. As of the date hereof, the Equity Commitment Letter contains all has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect (and no such amendment or modification is contemplated), and assuming the satisfaction of the conditions to closing set forth in Sections 8.1 and 8.3, as of the date hereof the Buyer has no reason to believe that the Equity Financing contemplated by the Equity Commitment Letter will not be available as of the Closing. There are no conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount amounts of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Commitment Letter provided Letter. There are no agreements, side letters or arrangements to which the Buyer or its Affiliates are a party relating to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that or the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Equity Financing.

Financing. Parent has (a) The aggregate proceeds of the Debt Financing contemplated by the Commitment Letter to be funded on the Closing Date (together with cash on hand of the Evolent Entities) are sufficient for the Evolent Entities to pay in full the Aggregate Initial Cash Consideration and the fees and expenses incurred by the Evolent Entities or Merger Sub and all other amounts payable in cash pursuant to this Agreement and the other documents contemplated hereby or otherwise necessary to consummate all the transactions contemplated hereby and thereby, in each case, to the extent such amounts are due and payable on the Closing Date (such amounts, the “Required Amounts”).. (b) The Evolent Entities have delivered to the Company (i) a true, complete and correct and complete copies, copy of the Commitment Letter as of in effect on the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibitstrue, schedules, complete and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms correct copy of the “market flex” and other commercially sensitive information, in the any fee letter entered into in connection with the Debt FinancingCommitment Letter (including all exhibits, may have been redacted to the extentattachments, in each case, they are Permissible Redacted Terms. As appendices and schedules thereto as of the date hereof, the “Fee Letters”); provided that the fees and similar economic terms, including any economic flex provisions (none of which could affect the Financing conditionality, enforceability, timing, availability, termination or aggregate principal amount of the Debt Financing) in a copy of any Fee Letter may be redacted in a customary manner. The Commitment Letters Letter has not been amended, waived, supplemented or modified and the obligations and commitments contained such Commitment Letter have not been withdrawn, terminated, repudiated, terminated or rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such amendment, waiver, supplement, modification, withdrawal, terminationtermination or rescindment is pending. The Commitment Letter is in full force and effect as of the date hereof and constitutes a legal, repudiation, rescission, amendment, amendment valid and restatement, modification or waiver has occurred, binding obligation of Parent and, to the extent related to any Person that is not an Affiliate of ParentPurchaser’s Knowledge, to the knowledge of Parenteach other party thereto, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a such party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except except, in each case, as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Applicable Laws affecting creditors’ rights generally and by general principles of equityequity affecting the availability of specific performance and other equitable remedies. As of The Evolent Entities have fully paid any and all commitment fees or other fees in connection with the Commitment Letter and the Fee Letters that are payable on or prior to the date hereof, if any. There are no side letters or other Contracts or arrangements related to the Debt Financing other than as expressly set forth in the Commitment Letters are Letter furnished to the Company pursuant to this Section 6.9. The Commitment Letter is not subject to any conditions or other similar contingencies (including pursuant to any “flex” provisions in full force the related fee letter or otherwise) other than as expressly set forth therein and effect and assuming not redacted in the satisfaction or waiver of version provided to the Company. Assuming the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateArticle 3 are satisfied at Closing, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 to the Debt Financing will not be satisfied or the full amount of the Debt Financing will not be available to Evolent Entities on the Closing Date, and Parent is not aware of the existence of any fact or event as of the date hereof, Parent does not have any reason hereof that would be reasonably expected to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other cause such conditions to the obligations of the parties thereunder Financing not to make be satisfied or the full amount of the Equity Debt Financing not be available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on and the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided not to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingoccur.

Financing. (a) Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of copies of: (i) each fully an executed Equity Commitment Funding Letter from each Equity Provider to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the financing provided for therein being collectively referred to as the “Equity Financing”) and ), (ii) a fully an executed rollover commitment letter (the “Rollover Letter”) from the Rollover Investors (as defined in the Rollover Letter) (collectively, the “Rollover Investors”) to contribute to Parent, subject to the terms and conditions therein, the amount of Company Common Stock set forth therein (the “Rollover Investment”), and (iii) an executed commitment letter (together with all exhibits, schedules, and annexes any fee letters related thereto) and (provided that such fee letter from letters may be redacted in a form reasonably satisfactory to the financial institutions identified thereinFinancing Sources), (the “Debt Financing Commitment Letter” and, together with the Equity Commitment Funding Letters, the “Financing Commitment Letters”) from the financial institution or institutions identified therein (the “Debt Providers”) to provide, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing termstherein (collectively, including terms of the “market flexDebt Financing” and other commercially sensitive informationand, in the fee letter entered into in connection together with the Debt Equity Financing, may have been redacted collectively referred to as the extent, in each case, they are Permissible Redacted Terms“Financing”). As of the date hereof, none of the Financing Equity Funding Letters, the Rollover Letter or Debt Commitment Letters Letter has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waivedsuch amendment or modification is contemplated by Parent, and no the respective obligations and commitments contained in such withdrawal, termination, repudiation, rescission, amendment, letters have not been withdrawn or rescinded in any respect. The existence or exercise of the “flex” provisions contained in one or more fee letters with respect thereto shall not constitute an amendment or modification of the Debt Commitment Letter. Parent or Merger Sub has fully paid any and restatement, modification all commitment fees or waiver has occurred, and, other fees in connection with the Equity Funding Letters and the Debt Commitment Letter that are payable on or prior to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreementdate hereof. Assuming (i) the Equity Financing is funded in accordance with the Equity Commitment Funding Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, (ii) the accuracy of the representations and warranties set forth in Article III and (iii) the performance by the Company of its obligations hereunder, the net proceeds contemplated by the Equity Funding Letters and Debt Commitment LettersLetter will, as of the date hereof, together with available Company cash, cash equivalents and marketable securities (based on the net proceeds contemplated by the Debt Financing Commitment Letter, will most recent balance sheet contained in the aggregateFiled Company SEC Documents), in the aggregate be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the aggregate Merger Consideration and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement Merger, including all amounts payable pursuant to Section 2.03, and all related fees and expenses. (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(ab) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming are the satisfaction or waiver valid, binding and enforceable obligations of Parent, Merger Sub and, to the knowledge of Parent in the case of the conditions set forth Debt Commitment Letter, the other parties thereto (except as such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and (ii) subject to general equitable principles (whether considered in Section 7.01 and Section 7.02 on a proceeding in equity or at law)). As of the Closing Datedate of this Agreement, Parent has to the knowledge of Parent, no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under the Equity Funding Letters or the Debt Commitment Letter. As of the date of this Agreement, Parent is not aware of any fact, occurrence or condition that makes any of the Financing Commitment Letters. Assuming the satisfaction of the conditions assumptions or statements set forth in Section 7.01 and Section 7.02 on the Closing DateFinancing Letters inaccurate in any material respect, as of the date hereof, Parent nor does not it have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied or that the Financing will not be available to Parent or Merger Sub on or before the Closing Date. As date of the date hereof, Closing; provided that Parent is not making any representation regarding the Equity Commitment accuracy of the representations and warranties (i) set forth in Article III or compliance by the Company with its obligations hereunder or (ii) of the Rollover Investors set forth in the Rollover Letter contains or compliance by the Rollover Investors of their obligations hereunder. The Financing Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein, and there are no other conditions or contingencies related to the funding of the full amount of the Financing. As of the date hereof, there are no side letters or other agreementsContracts, arrangements or understandings to which Parent or any Equity Investor of its affiliates is a party that would adversely affect related to the availability funding or investing, as applicable, of the Equity full amount of the Financing on the Closing Date, (other than as expressly set forth the Financing Letters and the Rollover Letter), except for any customary sponsor and engagement letters in respect of the Financing that do not impact the availability, conditionality or amount of the Financing. (c) None of Parent, Merger Sub, any Equity Commitment Letter provided Provider or any of their respective affiliates has entered into any Contract prohibiting any bank or investment bank or other potential provider of debt financing from providing or seeking to provide debt financing or financial advisory services to any person in connection with a transaction relating to the Company on or prior the Company Subsidiaries; provided, that Parent, Merger Sub or their respective affiliates may require such parties to use different individuals and implement ethical walls and other similar procedures in connection with other transactions relating to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that Company or the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingSubsidiaries.

Financing. (a) Parent has delivered to the Company true, correct and complete copies, as of the date hereof, copies of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with including all exhibits, schedules, annexes and annexes amendments thereto) from TC Lending, LLC and the other applicable lenders contemplated thereby (the “Debt Commitment Parties”) together with any related fee letter from letters (which copies of the financial institutions identified thereinfee letters may be redacted for any fee amounts, market flex provisions and other customary provisions so long as no redaction covers terms that would adversely affect the conditionality, availability or termination of the Debt Financing), engagement letters, exhibits, schedules, annexes, supplements, term sheets and other agreements (collectively, the “Debt Financing Commitment Letters” and attached to this Agreement as Exhibit A), pursuant to which, and subject to the terms and conditions thereof, the Debt Commitment Parties have committed to lend the amounts set forth therein to Merger Sub or another wholly owned Affiliate as set forth in the Debt Commitment Letters for the purpose of funding the Transactions (together with any substitute debt financing pursuant to Section 4.13(c), the “Debt Financing”), and (ii) the executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter” and attached to this Agreement as Exhibit B, and together with the Debt Commitment Letters, the “Financing Commitments”) from the Investors pursuant to which the Investors have committed to invest, subject to the terms and conditions therein, the amounts set forth therein (the “Equity Financing” and, together with the Equity Commitment LettersDebt Financing, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each The Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof thereof. (b) As of the date hereof, the Financing Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect, except as permitted by this Agreement. Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent, Investors and Merger Sub and, to the Knowledge of Parent, the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles. Except as set forth thereinin the Financing Commitments, there are no side letters or other agreements, contracts or arrangements relating to the Financing Commitments to which Parent, Merger Sub, Investors or any of their respective Affiliates is a party. Parent As of the date hereof, and assuming the satisfaction of the conditions to Parent’s and Merger Sub acknowledge and agree that their Sub’s obligation to consummate the Merger, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term, or a failure of any condition, of the Financing Commitments or otherwise result in any portion of the Financing contemplated thereby to be unavailable. As of the date hereof, and pay assuming the Aggregate satisfaction of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, neither Parent nor Merger Sub has any reason to believe that any term or condition of the Financing Commitments will not be satisfied on a timely basis or that any part of the Financing will not be made available to Parent at the Closing. Parent and/or Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. Assuming the satisfaction of the conditions to Parent and Merger Sub’s obligation to consummate the Merger, the proceeds from the Equity Financing when funded in accordance with the Equity Commitment Letter will be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the aggregate Per Share Merger Consideration is not conditioned on pursuant to Section 1.3(a) and any amounts payable pursuant to Section 1.5 and the availability payment of Debt all associated costs and expenses of the Transactions (including any repayment or refinancing of indebtedness of Parent, Merger Sub or the Company required in connection therewith). There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in the Financing Commitments.