Common use of Financing Clause in Contracts

Financing. Attached as Annex 5.2(e)(i) to the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses.

Financing. Attached as Annex 5.2(e)(i) to the Parent Disclosure Letter is a true and complete copy As of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedParent has delivered to the Company true, complete and correct copies of the fully executed Commitment Letter and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees executed Fee Letter executed in connection with the Financing Commitments that are payable on (with only fee amounts, dates and certain other economic terms, including in respect of the “market flex” and “securities demand” provisions, redacted) (none of which would adversely affect the amount or prior to availability of the Financing other than through original issue discount). As of the date hereof, and the Financing Commitments are Commitment Letter is in full force and effect and are constitutes the legal, valid, binding and enforceable obligations of ParentParent and, Merger Sub and to the knowledge Knowledge of Parent, the other parties theretothereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the date hereof, the Commitment Letter and Fee Letter have not been amended or modified in any respect and, to the Knowledge of Parent, the commitments in the Commitment Letter have not been withdrawn or terminated. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing on the terms set forth in the Commitment Letter (as such terms may be altered in accordance with the “market flex” provisions set forth in the Fee Letter executed in connection with the Financing, ) other than as expressly set forth in or contemplated by the Financing CommitmentsCommitment Letter. No As of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default on breach by Parent or, to the part Knowledge of Parent or Merger Sub Parent, any other party thereto under any the Commitment Letter. Subject to the terms and conditions of the Financing CommitmentsCommitment Letter, as of the date hereof, assuming satisfaction of the conditions set forth in Section 8.1 and Section 8.2, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with other financial resources of Parent, including its cash on hand and marketable securities, and cash on hand of the Company and its Subsidiaries, will, in the aggregate, be sufficient to fund the Cash Consideration, the cash payable to holders of Company RSU Awards, pursuant to Section 1.8, the payment of any debt required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Combination as of the date hereof (including all Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Combination, including premiums and fees incurred in connection therewith (the “Required Indebtedness”)), and all other fees and expenses incurred by Parent, Merger Sub 1 and Merger Sub 2 in connection with the Combination and the other transactions contemplated hereby. Assuming the satisfaction of the conditions set forth in Sections 8.1 and 8.2, if the Closing were to occur on the date hereof, the incurrence of the indebtedness contemplated by the Commitment Letter to be incurred on the Closing Date, including the liens and guarantees provided in connection therewith as set forth in the Commitment Letter, and the consummation of the transactions contemplated by this Agreement would not result in a default or event of default under the Parent Existing Notes or the indenture governing the Parent Existing Notes. As of the date hereof, assuming satisfaction of the conditions set forth in Sections 8.1 and 8.2, Parent has no reason to believe that either it or any other party will be unable to satisfy on a timely basis any condition of the conditions to Financing under the Commitment Letter or any related Fee Letter or that the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing Commitment Letter will not be made available to Parent on the Closing Date. Subject to As of the terms date of this Agreement, other than the Commitment Letter and conditions contained in this Agreement Fee Letter, there are no other letters, agreements or understandings (other than customary non-disclosure agreements and diligence non-reliance letters) between Parent, on the one hand, and the Financing CommitmentsSources, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Dateother hand, funds sufficient to pay that could have an Adverse Effect on the cash portion of the aggregate Per Share Merger Consideration (Financing. Parent has fully paid all fees and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) expenses and any other amounts required to be paid in connection with on or prior to the consummation date of this Agreement pursuant to the transactions contemplated hereby, and to pay all related fees and expensesCommitment Letter.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a true Company true, correct and complete copy fully-executed copies of a debt the commitment letter, other than dated as of January 23, 2011, by and among Parent, WF Investments Holdings, LLC, ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC, SunTrust Bank, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, including all exhibits, schedules, annexes and amendments to such letter, in effect as of the date of this Agreement (the “Commitment Letter”), together with a redacted copy of the fee letter relating thereto (collectively, the “Debt Financing CommitmentFee Letter”). Pursuant to the Commitment Letter, pursuant to which the lenders party thereto have agreed, and subject to the terms and conditions set forth thereinthereof, each of the parties thereto (other than Parent) have severally agreed and committed to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached provision of such funds as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”)) for the purposes set forth in such Commitment Letter. None of the Financing Commitments The Commitment Letter has not been amended amended, restated or otherwise modified or waived prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments Commitment Letter have not been withdrawn withdrawn, modified or rescinded (and no party thereto indicated an intent to so withdraw, modify or rescind) in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or respect prior to the date hereofof this Agreement. As of the date of this Agreement, and the Financing Commitments are Commitment Letter is in full force and effect and are constitutes the validlegal, valid and binding and enforceable obligations obligation of Parenteach of Parent and, Merger Sub and to the knowledge of Parent, the other parties thereto, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and subject to general principles of equity. There As of the date of this Agreement, except for the Fee Letter and an engagement letter with respect to the Financing, there are no side letters or other contracts or arrangements related to the Financing other than the Commitment Letter. As of the date of this Agreement, there are no conditions precedent or other contingencies related relating to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letter. The net proceeds contemplated from the Financing, together with cash on hand of Parent and Merger Sub on the Closing Date, will, in the aggregate, be sufficient for (i) the payment of the aggregate Cash Consideration and any other amounts required to be paid pursuant to Article II, the aggregate amount of cash to be deposited pursuant to Section 1.7(b) in respect of the Reserved Company Common Stock, and the aggregate amount of cash to be paid pursuant to the terms of Section 1.9 in respect of the Company RSU Awards, (ii) the funding of any required refinancings or contemplated repayments of any existing indebtedness of the Company or Parent in connection with the Merger or the Financing, and (iii) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Parent, Merger Sub and the Financing CommitmentsSurviving Entity in connection with the Merger and the Financing. No As of the date of this Agreement, (i) no 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 constitute a default default) on the part of Parent under the Commitment Letter or, to the knowledge of Parent or Merger Sub, any other party to the Commitment Letter and (ii) Parent and Merger Sub under do not have any of the Financing Commitments, and as of the date hereof 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 Financing or any other funds necessary for the satisfaction of all of Parent’s obligations under this Agreement, the funding of any required refinancings or repayments of any existing indebtedness of the Company or Parent in connection with the Merger or the Financing and the payment of all fees and expenses reasonably expected to be incurred in connection therewith will not be made available to Parent and Merger Sub on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at fully paid all commitment fees or other fees required to be paid prior to the Closing, together with date of this Agreement pursuant to the available cash Commitment Letter. Each of Parent and Merger Sub understands that the Company and its Subsidiaries on obligations to effect the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt transactions contemplated by this Agreement or are not conditioned upon the availability of the Financing Commitments) to Parent and any other amounts required to be paid in connection with Merger Sub at the consummation of the transactions contemplated hereby, and to pay all related fees and expensesClosing.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a true and complete copy of a debt commitment letterCompany, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fundtrue, L.P. complete and accurate copies of (i) an executed commitment letter and the Redacted Fee Letter, each dated the date hereof, among Parent, Merger Sub and the financial institutions party thereto, providing for the debt financing described therein (being collectively referred to as the “Senior Financing”) (the “Equity Senior Commitment Letters”) and (ii) an executed Series A Preferred Stock Purchase Agreement, dated the date hereof, between Parent and the investor party thereto, providing for the financing described therein (being collectively referred to as the “Preferred Financing”) (the “Financing CommitmentAgreement” and and, together with the Debt Financing CommitmentSenior Commitment Letters, the “Financing Commitments”). The Financing Commitments are in full force and effect as of the date hereof, pursuant to which the parties thereto have committedand are legal, subject valid and binding obligations of Parent, Merger Sub (with respect to the terms Senior Commitment Letter), and conditions set forth thereinto the Knowledge of Parent, to invest each of the amount set forth therein other parties thereto. As of the date hereof, (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None A) no amendment or modification of the Financing Commitments has been amended made or modified prior to the date of this Agreement, no such amendment or modification is contemplated, contemplated and (B) the respective commitments contained in the Financing Commitments have not been withdrawn withdrawn, terminated or rescinded in any respect. Parent or Merger Sub has fully paid any and all 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, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or expressly contemplated by the Financing Commitments (including any “market flex” provisions applicable to the Financing Commitments). No Assuming (x) the Financing is funded in accordance with the Financing Commitments and (y) the Company is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that the conditions to Closing set forth in Section 6.1 and Section 6.3 are not capable of being satisfied, the net proceeds contemplated from the financing described in the Financing Commitments (the “Financing”), together with cash on hand of the Company and its Subsidiaries on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of all amounts required to be paid pursuant to Article II and the payment of any debt required to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied in connection with the Merger and of all fees, expenses and amounts required to be paid in connection with consummating the Merger and the Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto, under any of the Financing Commitments, provided that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and as warranties in Article III or breach by the Company of any of its covenants hereunder. As of the date hereof of this Agreement, Parent has no does not have any reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on or Merger Sub as of the Closing DateEffective Time, provided that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Article III, or compliance by the Company of its covenants hereunder. Subject As of the date of this Agreement, there are no side letters or other Contracts to which Parent or any of its Affiliates is a party related to the terms and conditions contained funding or investing, as applicable, of the full amount of the Financing other than (1) as expressly set forth in this Agreement and the Financing Commitments, Parent (2) any customary engagement letter(s) and Merger Sub will have at non-disclosure agreements(s), and (3) as do not impact the Closingconditionality, together with the available cash availability or aggregate amount of the Company and its Subsidiaries on Financing. Promptly following the Closing Datefunding thereof, funds sufficient to pay Parent will contribute the cash portion proceeds of the aggregate Per Share Preferred Financing to Merger Consideration (and any repayment or refinancing of debt 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, and to pay all related fees and expensesSub.

Financing. Attached as Annex 5.2(e)(i) Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02(b), Parent will have available to it at the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Merger and to pay the aggregate Merger Consideration to the Exchange Agent and any other amounts required to be paid by Parent Disclosure Letter in connection with the consummation of the transactions contemplated hereby to which it is a true party and complete copy to pay all related fees and expenses of a debt commitment letterParent and Merger Sub, other than including any repayment or refinancing of any outstanding indebtedness of Parent, the fee letter relating thereto Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (collectivelysuch amounts, the “Debt Financing CommitmentMerger Amounts”), pursuant to which and there is no restriction on the lenders party thereto have agreeduse of such cash, subject available lines of credit or other sources of immediately available funds for such purposes. Parent has accepted and delivered to the terms Company a true, complete and conditions set forth thereincorrect copy, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy including all exhibits, schedules or amendments thereto, of the equity fully executed commitment letter, dated as of the date hereof, from GS Capital Partners V Fund▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, L.P. Inc. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, Commitment Parties”) to Parent (the “Financing CommitmentsCommitment Letter”), pursuant to which the parties thereto Commitment Parties have committed, upon the terms and subject to the terms and conditions set forth therein, to invest the amount set forth therein (subject to any “market flex” provisions included in the fee letters dated the date hereof referred to therein (collectively, the “Equity FinancingFee Letter”), true and complete copies of each of which have been delivered to the Company redacted only with respect to fees, economic terms, pricing caps, “market flex” and together other provisions that are customarily redacted in connection with transactions of this type and that would not in any event adversely affect the Debt Financing Commitmentconditionality, enforceability, availability, termination or amount of the Financing), to provide the financing set forth in the Commitment Letter (the “Financing”). None The Financing, when funded in accordance with the Commitment Letter and giving effect to any “market flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date in an amount at least equal to the Merger Amounts As of the Financing Commitments date of this Agreement, the Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement, no Agreement (nor is any such amendment or modification is contemplatedcontemplated except (i) to add additional commitment parties as expressly contemplated in the Commitment Letter or (ii) to include commitments with respect to a revolving credit facility (or an amendment of Parent’s existing revolving credit facility)), and the respective commitments contained in the Financing Commitments Commitment Letter have not been withdrawn withdrawn, terminated or rescinded in any respect. Neither Parent nor Merger Sub has entered into any agreement, side letter, contract or other understandings or arrangement relating to the Financing other than as set forth in the Commitment Letter and the Fee Letter or as permitted under Section 6.11. The Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent and Merger Sub, 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 Commitment Letter and, in each case, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors or by general principles of equity. Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees in connection with the Financing Commitments amounts, if any, that are due and payable on or prior to the date hereofof this Agreement in connection with the Financing. As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the Financing Commitments are satisfaction of the conditions set forth in full force Section 7.01, and effect and are assuming completion of the validMarketing Period, binding and enforceable obligations no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default on the part of Parent, or, to the Knowledge of Parent or Merger Sub, any other party thereto under the Commitment Letter. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the conditions set forth in Section 7.01, and assuming completion of the Marketing Period, neither Parent nor Merger Sub and has any reason to believe that Parent will be unable to satisfy on a timely basis any of the conditions to the knowledge Financing to be satisfied pursuant to the Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any of Parent, the other parties theretoFinancing Sources will not perform its obligations thereunder. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingFinancing (including pursuant to any “market flex” provisions included in the Fee Letter), other than as the conditions precedent expressly set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default Commitment Letter delivered to the Company on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Datehereof. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at understand and acknowledge that under the Closingterms of this Agreement, together with Parent’s and Merger Sub’s obligations to consummate the available cash Merger are not in any way contingent upon or otherwise subject to Parent’s or Merger Sub’s consummation of the Company and its Subsidiaries on the Closing Dateany financing arrangements, funds sufficient to pay the cash portion Parent’s or Merger Sub’s obtaining of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement financing or the Financing Commitments) and availability, grant, provision or extension of any other amounts required financing to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesParent or Merger Sub.

Financing. Attached as Annex 5.2(e)(i) Parent has made available to the Parent Disclosure Letter is Company a true true, complete and complete correct copy of a debt (i) the executed commitment letter, other than dated March 26, 2018, among Parent (or its applicable Affiliate) and the fee letter relating financial institutions party thereto (including all exhibits, schedules and annexes thereto, collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreedcommitted, subject to the terms and conditions set forth therein, to lend the amounts set forth therein (the “Committed Financing”) for the purposes of financing of, among other things, funding the transactions contemplated by this Agreement Transactions and related fees and expenses and (ii) the executed fee letter associated therewith; provided, such fee letter may be redacted as described below (as so redacted, the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letterFee Letter” and, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “FinancingCommitment Papers”). None of the The Financing Commitments has Commitment Papers have not been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, Agreement and as of the date of this Agreement the respective commitments contained in the Financing Commitments Commitment have not been withdrawn or rescinded in any respect. Except for the Fee Letter (with only fee amounts and market flex provisions and other customary threshold amounts redacted; provided, that the market flex provisions in such Fee Letter may not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) with respect to the availability of the Committed Financing or any reduction in the amount of the Committed Financing), certain “back-to-back” letters between Financing Sources and customary engagement letters with respect to the Committed Financing (none of which adversely affect, or impose additional conditions upon, the aggregate amount, enforceability or availability of the Committed Financing), as of the date hereof there are no side letters or Contracts or any other arrangements or understandings to which Parent is a party related to the funding or investing, as applicable, of the Committed Financing or the transactions contemplated hereby other than as expressly set forth in the Financing Commitment Papers delivered to the Company on or prior to the date hereof. Parent has fully paid any and all commitment fees or other fees required to be paid by it in connection with the Financing Commitments Commitment that are payable on or prior to the date hereof, Parent 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 Charter Closing Date and as of the date hereof, each of the Financing Commitments are Commitment Papers is in full force and effect and are is the legal, valid, binding and enforceable obligations of ParentParent or its applicable Affiliate party thereto, Merger Sub as applicable, and to the knowledge Knowledge of Parent, each of the other parties thereto, except that (x) enforceability may be subject to the Enforceability Limitations and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Committed Financing, other than as expressly set forth in or contemplated by the Financing CommitmentsCommitment Papers delivered to the Company on or prior to the date hereof. No As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach, or failure to satisfy a condition precedent to the availability of the Committed Financing, on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto under any the Financing Commitment, in each case, under the terms of the Committed Financing, other than any such default, breach or failure that has been waived by the lenders or otherwise cured in a timely manner by Parent (or its Affiliate) to the satisfaction of the applicable Financing CommitmentsSources. Assuming (i) the accuracy of the representations and warranties set forth in Article III, (ii) the performance by the Company and its Subsidiaries of the covenants contained in this Agreement and (iii) the conditions set forth in Article VII are satisfied at the Charter Closing Date, as of the date hereof hereof, Parent has no reason to believe that any of the conditions to the availability of the Committed Financing contemplated by the Financing Commitments Commitment applicable to it will not be satisfied on the Charter Closing Date or that the Committed Financing will not be made available to Parent on the Charter Closing Date. Subject Parent affirms that it is not a condition to the terms Charter Closing, the Merger Closing and conditions contained in the Pre-Closing Dividend or any of its other obligations under this Agreement and that Parent obtain the Committed Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash or any other financing for or related to any of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesTransactions.

Financing. Attached as Annex 5.2(e)(i) Acquiror has delivered to the Parent Disclosure Letter is a Company and Seller true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy copies of the equity commitment letter, dated executed Commitment Letters in effect as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment and each fee letter associated with the Debt Financing (a “Debt Financing Fee Letter”) that contain any terms regarding the terms and conditions to funding or modification “market flex” provisions or other similar provisions (with all economic and non-conditionality terms being redacted). The Equity Financing Commitment Letter provides that Seller is contemplated, a third party beneficiary of the equity commitments and other terms contained therein. The Commitment Letters have not been withdrawn or rescinded and the respective commitments contained in the Financing Commitments Commitment Letters have not been withdrawn or rescinded in any respect. Parent As of the date of this Agreement, Acquiror has not entered into any Contract or other arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Commitment Letters and any executed Debt Financing Fee Letter. Subject to the terms and conditions of the Commitment Letters and this Agreement and assuming that all of Company’s and Seller’s representations and warranties in this Agreement are true and correct, the aggregate proceeds of the Financing (including after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient to consummate the transactions contemplated by this Agreement, including the making of the Closing Date Payment on the Closing Date and any fees and expenses otherwise payable by Acquiror. Assuming the due authorization, execution and delivery of the other parties thereto, the Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of the financing sources named therein to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions set forth therein; except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity). Acquiror has fully paid (or caused to be paid) any and all commitment fees or and other fees in connection with amounts that are required by the Financing Commitments that and are due and payable on or prior to the date hereof, and the Financing Commitments are of this Agreement in full force and effect and are the valid, binding and enforceable obligations 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 connection with the Financing, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or Merger Sub Acquiror or, to the knowledge of Acquiror, any other party thereto under any of the Financing Commitments, and as Commitment Letters. There are no contractual conditions precedent related to the funding of the date hereof Parent has no reason to believe that any full amount of the Financing, other than the conditions to set forth in the Commitment Letters or any executed Debt Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesFee Letter.

Financing. Attached as Annex 5.2(e)(i) to Parent has provided the Parent Disclosure Letter is Company a true and complete copy copy, as of a debt the date hereof, of an executed commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”) from the financial institutions identified therein (the “Commitment Parties”), pursuant to which the lenders party thereto have agreedprovide, subject to the terms and conditions set forth therein, to lend debt financing in the amounts set forth therein for the purposes purpose of financing funding in part the transactions contemplated by this Agreement Cash Consideration and replacing and refinancing any credit facility or other Indebtedness of the Company, Parent or any of their respective Subsidiaries that will not continue after the Effective Time (the “Debt Financing”). Attached as Annex 5.2(e)(ii) The Debt Financing Commitment is valid, binding and, to the Knowledge of Parent, enforceable by Parent Disclosure Letter is a true against the other parties thereto in accordance with its terms, subject to the Bankruptcy and complete copy of the equity commitment letter, dated as Equity Exception. As of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification Commitment is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the validrespective obligations and commitments therein have not been withdrawn, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties theretorescinded or terminated or otherwise amended or modified in any respect. There are no conditions precedent or other contingencies related to the funding As of the full amount of the Financingdate hereof, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred which, which (with or without notice, lapse of time time, or both, ) would reasonably be expected to constitute a breach in any material respect or default on the part of Parent or Merger Sub under or, to the Knowledge of Parent, any of the other parties to the Debt Financing CommitmentsCommitment. Subject to the satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof and the commencement and completion of the Marketing Period, and as of the date hereof hereof, Parent has no reason to believe that any of the conditions to in the Debt Financing contemplated by the Financing Commitments Commitment will not be satisfied satisfied, or that the Debt Financing will not be made available on a timely basis in order to consummate the Merger. As of the date hereof, no Commitment Party has notified Parent on of its intention to terminate any of the Closing DateDebt Financing Commitment or not to provide the Debt Financing. Subject to Assuming (i) the terms satisfaction of the conditions in Sections 7.01 and conditions contained 7.03 hereof and (ii) that the Debt Financing is funded in this Agreement and accordance with its terms, the Financing Commitments, Parent and Merger Sub will have at net proceeds from the ClosingDebt Financing, together with cash on hand, will be sufficient to fund the available cash Cash Consideration, the refinancing of any credit facility or other Indebtedness of the Company Company, Parent or any of their respective Subsidiaries that will not continue after the Effective Time, the payment of any fees and its Subsidiaries on the Closing Dateexpenses of or payable by Parent, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid by Parent in connection with the consummation of the transactions contemplated herebyMerger. Parent has paid in full any and all commitment or other fees required by the Debt Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no side letters or other Contracts (except for any customary fee letters and/or engagement letters, true and complete copies of which have been provided to pay all related fees and expensesthe Company, with customary redactions (none of which redacted terms would reasonably be expected to adversely affect the principal amount or availability of the Debt Financing) relating to the Debt Financing to which Parent or any of its subsidiaries is a party other than as expressly set forth in the Debt Financing Commitment.

Financing. Attached as Annex 5.2(e)(i(a) At the Closing, Parent and Merger Sub will have immediately available funds sufficient to pay the aggregate Merger Consideration and any other payments contemplated by this Agreement and to pay all fees and expenses related to the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectivelyFinancing, the Merger or any other transactions contemplated by this Agreement. True, complete and correct copies of the fully executed Purchase Agreement by and between HSS and Stanford International Bank Ltd., (“Debt Financing CommitmentSIBL”) dated as of the date of this Agreement (the “Purchase Agreement”), pursuant to which the lenders party thereto have SIBL has agreed, subject to the terms and conditions set forth thereinthereof, to lend provide to Parent and/or Merger Sub the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”), have been provided to the Company. None The Purchase Agreement is the only agreement that has been entered into by Parent or its Affiliates with respect to the Financing that contain conditions to the closing of the Financing Commitments Financing. Except to the extent permitted by Section 5.12(c), the Purchase Agreement has not been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedmodified, and the respective commitments obligations contained in the Financing Commitments Purchase Agreement have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior Except to the date hereofextent permitted by Section 5.12(c), and the Financing Commitments are Purchase Agreement, in the form so delivered, is in full force and effect and are the validis a legal, valid and binding and enforceable obligations obligation of Parent, Parent and/or 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, other than as set forth in or contemplated by the Financing CommitmentsSub. 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 and/or Merger Sub under any term or condition of the Purchase Agreement. Parent and/or Merger Sub has fully paid any and all commitment fees or other fees incurred in connection with the Purchase Agreement that have become due and payable. In the event a New Purchase Agreement is entered into, references in this Agreement to the Purchase Agreement shall be deemed to be references to the New Purchase Agreement. (b) Subject to its terms and conditions, the Financing, when funded in accordance with the Purchase Agreement, will provide funds at the Closing and at the Effective Time sufficient to consummate the Merger upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. There are no conditions precedent or other contingencies to the funding of the full amount of the Financing Commitments, other than as set forth in the Purchase Agreement. Parent and as of the date hereof Parent has Merger Sub have no reason to believe that any of the conditions precedent to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained satisfied in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid full in connection with the consummation of the transactions contemplated hereby, and by this Agreement or that the Financing will not be available to pay all related fees and expensesParent and/or Merger Sub on the Closing Date.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a true Company complete and correct copies of executed commitment letters from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, together with related fee letters (with respect to such fee letters, complete copy of a debt commitment letter, other than copies with only the fee letter relating thereto amounts, interest rates, original issue discount, and economic and other “market flex” terms redacted, none of which redacted provisions would adversely affect the amount or availability of the Financing on the Closing Date) of which have been provided to the Company (collectively, the “Debt Financing CommitmentCommitments”), pursuant to which the lenders Financing Sources party thereto have agreedcommitted, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement Transactions and related Expenses (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt any Alternative Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitmentany capital markets debt or equity financing in replacement thereof or supplemental thereto, the “Financing”). None Subject to Parent’s rights with respect to Alternative Financing pursuant to and subject to the terms and conditions of Section 7.18, as of the date hereof, (i) none of the Financing Commitments has been amended or modified prior to as of the date of this Agreement, no such amendment or modification is contemplated, hereof in any material respect and (ii) the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respectmaterial respect (it being understood that the exercise of “market flex” provisions under any fee letter shall not be deemed an amendment, modification, withdrawal or rescission). Except for engagement letters with respect to the Financing, there are no side letters or contracts, agreements or understandings to which Parent, First Merger Sub or Second Merger Sub is a party related to the funding or investing, as applicable, of the Financing other than as expressly set forth in the Financing Commitments. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date of this Agreement. As of the date hereof, and the Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, First Merger Sub and Second Merger Sub, as the case may be, and, to the knowledge of Parent, First Merger Sub and Second Merger Sub, each of the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingFinancing Commitments, other than as expressly set forth in or contemplated by the Financing Commitments. No Assuming the accuracy of the representations and warranties of the Company set forth in this Agreement, compliance by the Company with the covenants set forth in this Agreement and the satisfaction of the conditions set forth in Article VIII, no event has occurred as of the date hereof which, with or without notice, lapse of time or both, would constitute constitute, or would reasonably be expected to constitute, a default or breach of the Financing Commitments on the part of Parent or Parent, First Merger Sub under or Second Merger Sub or, to the knowledge of Parent, First Merger Sub and Second Merger Sub, any other party thereto. Subject to the accuracy of the Financing Commitmentsrepresentations and warranties of the Company set forth in this Agreement and compliance by the Company with the covenants set forth in this Agreement, and as of the date hereof hereof, 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 satisfied. Assuming the Financing will not be made available to Parent on is funded in accordance with the Closing Date. Subject to Financing Commitments (and assuming the terms accuracy of the representations and conditions contained warranties of the Company set forth in this Agreement, compliance by the Company with the covenants set forth in this Agreement and the Financing Commitmentssatisfaction of the conditions set forth in Article VIII), Parent Parent, First Merger Sub and Second Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, Date sufficient funds sufficient to (i) pay the cash portion of the aggregate Per Share Merger Consideration Consideration; (ii) pay any and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts all Expenses required to be paid by Parent, First Merger Sub, Second Merger Sub, the Surviving Corporation and the Surviving Entity in connection with the consummation Mergers and the Financing; and (iii) satisfy all of the transactions other payment obligations of Parent, First Merger Sub, Second Merger Sub, the Surviving Corporation and the Surviving Entity contemplated hereby, and to pay all related fees and expenseshereunder.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a true Company an accurate and complete copy of a an executed debt commitment letterletter dated July 21, other than 2008, related term sheets and the fee letter relating thereto exhibits attached thereto, from Bank of America N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and certain of their respective affiliates (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which the lenders party thereto have agreedwhich, subject to on the terms and subject to conditions set forth thereinof the Debt Commitment Letter, certain lenders have committed to lend provide Parent with loans in the amounts set forth therein for described in the purposes of financing the transactions contemplated by this Agreement Debt Commitment Letter (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy As of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedthe Debt Commitment Letter, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respectform so delivered, is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, the other parties thereto. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to As of the date hereofof this Agreement, and the Financing Commitments are Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any material respect. As of the date of this Agreement, Parent is not in material breach of any of its covenants set forth in the Debt Commitment Letter. Parent has paid any and all commitment or other fees payable by it under the Debt Commitment Letter that are due as of the validdate of this Agreement. Except for side letters, binding agreements, arrangements or understandings that would not reasonably be expected to materially impair the validity of the Debt Commitment Letter or the ability of Parent to consummate the Merger or materially decrease the amount of financing expected to be provided under the Debt Commitment Letter, there are no side letters or other agreements, arrangements or understandings with any lender relating to the Debt Financing to which Parent, Merger Sub or any of their affiliates is a party as of the date of this Agreement. Subject to its terms and enforceable conditions, the Debt Financing, if and when funded in accordance with the Debt Commitment Letter, will, when taken together with funds (including funds on hand) otherwise available to Parent and, assuming the accuracy of the Company’s representations and warranties set forth in this Agreement and the Company’s compliance with its covenants and obligations set forth in this Agreement, funds (including funds on hand) otherwise available to the Acquired Corporations, provide Parent with financing on the Closing Date sufficient to pay all cash amounts required to be paid by Parent and Merger Sub under this Agreement in connection with the Merger, together with any fees and expenses of or payable by Parent, Merger Sub and the Surviving Corporation with respect to the knowledge Merger and the Debt Financing on the Closing Date. Assuming that the Debt Financing is funded in accordance with the terms of Parentthe Debt Financing Letter, and assuming the accuracy of the Company’s representations and warranties set forth in this Agreement and the Company’s compliance with its covenants and obligations set forth in this Agreement, neither Parent nor Merger Sub will require any additional debt or financing other than as contemplated by the Debt Commitment Letter to satisfy its obligations under this Agreement. As of the date of this Agreement, the other parties thereto. There are no conditions precedent or other contingencies related obligations of the lenders under the Debt Commitment Letter to make the Debt Financing available to Parent and Merger Sub pursuant to the funding terms of the full amount of the FinancingDebt Commitment Letter are not subject to any conditions, other than as those set forth in or contemplated by the Financing CommitmentsDebt Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as As of the date hereof of this Agreement, assuming the accuracy of the Company’s representations and warranties set forth in this Agreement and the Company’s compliance with its covenants and obligations set forth in this Agreement, Parent (i) is not aware of any fact or occurrence that makes the Specified Representations (as that term is defined in Annex III to the Debt Commitment Letter) inaccurate in any material respect, (ii) has no reason to believe that it will be unable to comply on a timely basis with any covenant, or satisfy on a timely basis any condition, contained in the Debt Commitment Letter required to be complied with or satisfied by Parent or its affiliates, and (iii) has no reason to believe that any portion of the conditions Debt Financing required to consummate the Financing transactions contemplated by the Financing Commitments will not be satisfied or that the Financing hereby will not be made available to Parent or Merger Sub on the Closing Date. Subject to Sections 1.3, 8.1 and 8.3(f), in no event shall the terms and conditions contained in this Agreement and receipt of the Debt Financing Commitmentsby Parent, Parent and Merger Sub will have at the Closing, together with the available cash or any of their respective affiliates be a condition to any of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion obligations of the aggregate Per Share Parent or Merger Consideration (and any repayment or refinancing of debt 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, and to pay all related fees and expensesSub hereunder.

Financing. Attached as Annex 5.2(e)(i) to the Parent Disclosure Letter is a true and complete copy of a debt commitment letterPurchaser has, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereofof this Agreement, from GS Capital Partners V Fund, L.P. committed financing (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None ) pursuant to an executed commitment letter (the “Commitment Letter”) to which an agreed version of the Financing Commitments has been amended an interim loan agreement is attached, and an executed fee letter, in each case dated on or modified prior to the date of this Agreement, no such amendment among one or modification is contemplated, more substantially wholly owned Affiliates controlled by Purchaser (the “Purchaser Financing Parties”) and the respective commitments contained Financing Sources, copies of which have been provided to Seller (with the fee letter redacted in a customary manner solely with respect to fee amounts and economic terms (and none of the redacted provisions would allow the Financing Sources to reduce the amount of funding to be provided under the Financing Documents or the conditions on which such funding is available)) (the “Financing Documents”), the proceeds of which shall be on-lent or otherwise transferred by the Purchaser Financing Parties to Purchaser or each substantially wholly owned Affiliate controlled by Purchaser that will purchase Purchased Assets at or prior to Closing in accordance with the terms of this Agreement (the “Purchasing Entities”), in each case pursuant to Section 4.18(b)(B) and the terms of one or more intercompany financing agreements. All conditions precedent to the funding (the “Financing Conditions Precedent”) are set forth in the Financing Commitments have not been withdrawn Documents, and at Closing Purchaser or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the applicable Purchasing Entities will (subject to satisfaction of the Financing Commitments that are payable on or prior Conditions Precedent) have the necessary cash resources to pay the Closing Purchase Price and meet all of Purchaser’s financial obligations under this Agreement and the Ancillary Agreements. As of the date hereofof this Agreement, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There (i) there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, and (ii) there are no, and there are not contemplated to be any, agreements, side letters or arrangements relating to (a) the conditions precedent to the funding of the full amount of the Financing or (b) any reduction of the amount of the Financing, in each case other than as expressly set forth in or contemplated by the Financing CommitmentsDocuments. No None of the Financing Documents have been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained therein have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date of this Agreement, each of the Financing Documents is in full force and effect and constitutes the legal, valid and binding obligations of the Purchaser Financing Parties (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and to the Knowledge of Purchaser, each of the other parties thereto, and enforceable against the Purchaser Financing Parties, and, to the Knowledge of Purchaser, each of the other parties thereto, in accordance with its terms. As of the date of this Agreement, no 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 constitute a default default) or prevent any of the Financing Conditions Precedent from being satisfied, in each case on the part of Parent or Merger Sub the Purchaser Financing Parties, or, to the Knowledge of Purchaser, any other parties thereto, under the Financing Documents. As of the date of this Agreement, Purchaser does not have any reason to believe that (x) any of the Financing Commitments, and as of the date hereof Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments Conditions Precedent will not be satisfied satisfied, or that (y) the Financing will not be made available to Parent any of Purchaser, the Purchaser Financing Parties and the Purchasing Entities at Closing. Purchaser has fully paid, or caused to be fully paid, all commitment fees and other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing. Except as permitted by Section 4.18, Purchaser shall not agree, nor shall it allow any of its Affiliates or Representatives to agree, to amend the terms of, or waive any term of or right under, any of the Financing Documents and shall not take any action or omit to take any action, and shall cause its Affiliates and Representatives not to take any action or omit to take any action, which would impair or restrict its ability to enforce its rights or the rights of the Purchaser Financing Parties thereunder in any manner. Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges and agrees that the obtaining of the Financing is not a condition to Closing or the consummation of the Transaction, and that, irrespective and independently of the availability of the Financing, Purchaser shall be obligated to pay the Closing Date. Subject to the terms Purchase Price and conditions contained in meet all its financial obligations under this Agreement and the Financing CommitmentsAncillary Agreements, Parent and Merger Sub will have at subject only to the Closing, together with the available cash satisfaction or waiver of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid conditions set forth in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesArticle VII.

Financing. Attached as Annex 5.2(e)(i) As of the date of this Agreement, P▇▇▇▇▇ has delivered to the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is Company a true and complete copy of the equity commitment letterexecuted Debt Commitment Letter and the Debt Fee Letters, dated as which Debt Fee Letters have been redacted for fees, pricing terms, “market flex” provisions (if any) and other terms that are customarily redacted (including any dates related thereto), none of which would reasonably be expected to reduce the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with aggregate principal amount of the Debt Financing Commitment, to be funded on the “Financing Commitments”), pursuant to which the parties thereto have committed, subject Closing Date or impose additional conditions precedent to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with funding of the Debt Financing Commitment, on the “Financing”)Closing Date. None of the Financing Commitments The Debt Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. As of the date of this Agreement, no such amendment neither Parent nor any of its Affiliates has entered into any agreement, side letter or modification is contemplatedother commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, including the Offer and the respective Merger, that imposes 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, in each case, other than the Debt Commitment Letter and the Debt Fee Letters or any customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Debt Financing and that, in the case of such customary engagement letters, copies of which (that may include customary redactions) have been delivered to the Parent as of the date hereof. Assuming satisfaction of the Offer Conditions and that the Debt Financing is funded on the Closing Date in accordance with the Debt Commitment Letter, as of the date of this Agreement, the aggregate proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions (if any) related thereto), together with any cash on hand, available lines of credit (including under Borrower’s existing revolving credit and securitization facilities) and other sources of immediately available funds of Parent, will be sufficient to finance (i) the payment of the aggregate Per Share Price, the Company PSU Consideration and Company RSA Consideration to which holders of Company Common Stock, Company PSUs and Single-Trigger RSAs will be entitled at the Effective Time pursuant to this Agreement and (ii) the payment of all fees and expenses, in the case of each of clauses (i) and (ii), to the extent required to be paid by Parent or Merger Sub on the Closing Date in connection with consummation of the transactions contemplated by this Agreement, including the Offer, the Merger, repaying all principal, interest and fees outstanding under the Company Credit Agreement and the Redemption and/or Discharge (the minimum amount sufficient to finance such payments, the “Required Amount”). As of the date of this Agreement, the commitments contained in the Financing Commitments Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represent valid, binding and enforceable obligations (subject to the Enforceability Limitations) of Parent and, to the Knowledge of Parent, each other party thereto to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions. Parent has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the Financing Commitments that are due and payable on or prior to the date hereofof this Agreement in connection with the Debt Financing. Assuming performance by the Company and its Affiliates of their respective obligations under this Agreement, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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 as of the full amount date of the Financingthis Agreement, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto under any term of the Financing CommitmentsDebt Commitment Letter. As of the date of this Agreement, and P▇▇▇▇▇ has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter. Assuming satisfaction of the Offer Conditions, as of the date hereof of this Agreement, Parent has no reason to believe that (i) any of the conditions to the Financing contemplated by the Financing Commitments Conditions will not be satisfied or that (ii) the Debt Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at expressly agree and acknowledge that their obligations hereunder, including P▇▇▇▇▇’s and Merger Sub’s obligations to consummate the ClosingOffer and the Merger, together with the available cash are not subject to, or conditioned on, Parent’s or Merger Sub’s consummation of the Company and its Subsidiaries on the Closing Dateany financing arrangements, funds sufficient to pay the cash portion Parent’s or Merger Sub’s obtaining of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement financing or the Financing Commitments) and availability, grant, provision or extension of any other amounts required financing to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesParent or Merger.

Financing. Attached as Annex 5.2(e)(i(i) The Buyer will have available to it at the Parent Disclosure Letter is a true Closing all funds necessary for its payment of the Closing Merger Consideration in accordance with this Agreement and complete copy of a debt commitment letter, for all other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant actions necessary for Buyer to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing consummate the transactions contemplated by in this Agreement Agreement. The Buyer understands that its obligations to consummate the transactions (ii) Buyer has delivered to the Company a true, complete and correct copy of (i) an executed debt commitment letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and Barclays Bank PLC (the “Debt FinancingCommitment Letter”). Attached as Annex 5.2(e)(ii) and (ii) each related fee letter (with customary redactions only with respect to fee amounts and the Parent Disclosure Letter is a true and complete copy economic terms of the equity commitment letter“market flex” provisions and nothing which would affect the amount or availability of the Financing), dated in each case of the foregoing clauses (i) and (ii), in effect as of the date hereofhereof (such Debt Commitment Letter and related fee letters, from GS Capital Partners V Fundas they may be amended, L.P. (the “Equity Financing Commitment” and together modified or replaced in accordance with the Debt Financing CommitmentSection 4.9, collectively, the “Financing Commitments”), pursuant which establish commitments to which the parties thereto have committed, provide debt financing in an aggregate amount set forth therein and subject only to the terms and conditions set forth therein, to invest the amount set forth therein (such debt financing described in the “Equity Financing” and together with the Debt Financing CommitmentCommitments of such aggregate amount described therein, the “Financing”). None . (iii) As of the date hereof, none of the Financing Commitments has have been amended or modified prior to the date of this Agreement, and no such amendment or modification to the Financing Commitments is contemplated; provided that, and for purposes of the foregoing, the existence or exercise of the “flex” provisions contained in one or more fee letters with respect to the Financing Commitments shall not constitute an amendment or modification of the Financing Commitments. The respective commitments contained in the Financing Commitments have not been terminated, reduced, withdrawn or rescinded in any respectrespect and, other than any replacement of the Financing Commitments permitted pursuant to Section 4.9, no such termination, reduction, withdrawal or rescission is contemplated. Parent There are no side letters or other contracts or arrangements related to the funding of the Financing other than as expressly set forth in the Financing Commitments delivered to the Company pursuant to this Section 3.2(e). The Buyer has fully paid any and all commitment fees or other fees fees, amounts or expenses in connection with the Financing Commitments that are payable on or prior to the date hereof, hereof and the Buyer is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to cause any of the assumptions or any of the statements set forth in the Financing Commitments to be ineffective or inaccurate. The Financing Commitments are in full force and effect and the obligations set forth therein (including, for the avoidance of doubt, the obligation to provide the Financing upon satisfaction or waiver of the Limited Financing Conditions) are the legal, valid, binding and enforceable obligations of Parentthe Buyer and, Merger Sub and to the knowledge Buyer’s Knowledge, each of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Financing, including any condition relating to the availability of the Financing pursuant to any “flex” provision, other than as expressly set forth in or contemplated by the Debt Commitment Letter (such conditions, the “Limited Financing CommitmentsConditions”). No event has occurred which, with or without notice, lapse of time or both, would constitutes or could reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub the Buyer or, to the Buyer’s Knowledge, any other party thereto under any of the Financing Commitments, and as of the date hereof Parent . The Buyer 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 will not be made available to Parent the Buyer on the Closing Date. Subject or prior to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with and the available cash Buyer is not aware of the Company and its Subsidiaries existence of any current or anticipated fact or event as of the date hereof that would reasonably be expected to cause such conditions to funding not be satisfied on a timely basis or the Closing Datenot to occur. The Buyer has not incurred any obligation, commitment, restriction or other liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or other liability of any kind, in either case which could reasonably be expected to impair or adversely affect the resources, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated capabilities addressed by this Agreement or Section 3.2(e) (including the Financing Commitments) Commitments and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesFinancing).

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is a true Company true, correct and complete copy copies, as of a the date of this Agreement, of an executed debt financing commitment letterletter and the related fee letter (provided, other than that provisions in the fee letter relating thereto related to fees, pricing, economic “flex” terms, “securities demand”, thresholds, caps and other items not affecting conditionality have been redacted) from the financial institutions identified therein (collectivelyas the same may be amended, supplemented or otherwise modified or replaced as contemplated herein, the “Debt Financing CommitmentCommitment Letter”), pursuant ) to which the lenders party thereto have agreedprovide, subject to the terms and conditions set forth therein, to lend debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii. (b) to the Parent Disclosure The Debt Commitment Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has not been amended or modified prior to the date hereof (other than amendments or modifications that are expressly permitted by Section 6.14(c)), and, as of this Agreementthe date hereof, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments Debt Commitment Letter have not been withdrawn or rescinded rescinded. Assuming the Debt Financing is funded in any respect. accordance with the Debt Commitment Letter, the aggregate proceeds contemplated by the Debt Commitment Letter will, together with Parent’s immediately available and unrestricted cash, be sufficient when funded for Parent has fully and the Surviving Corporation to consummate the Merger and the other transactions contemplated by this Agreement, including without limitation, to pay the aggregate Merger Consideration to be paid any to the holders of shares of Common Stock, the aggregate Preferred Share Merger Consideration to be paid to the holders of shares of Series A Convertible Preferred Stock, and the aggregate consideration to be paid to holders of Options and Restricted Shares as a result of the Merger, and all commitment fees and expenses related to the Merger and the other transactions contemplated by this Agreement. The Debt Commitment Letter is not subject to any conditions precedent or other fees in connection with the Financing Commitments that are payable on or prior to contingencies other than as set forth therein and, as of the date hereof, and is the Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent and Sub and, insofar as is known to Parent, Merger Sub and to the knowledge each of Parent, the other parties thereto. There are no conditions precedent or All commitments and 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. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesfull.

Financing. Attached as Annex 5.2(e)(i) Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the Parent Disclosure Letter is Offer and to consummate the Merger. Without limiting the foregoing: (a) Purchaser has delivered to the Company a true and complete copy of a debt an executed commitment letterletter dated March 24, other than the fee letter relating thereto 2007 from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and CitiGroup Global Market, Inc. (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the lender parties thereto have committed, subject to the terms and conditions set forth thereinthereof, to invest lend the amount amounts set forth therein for the purpose of funding the consideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None As of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment : (i) the Debt Commitment Letter has not been amended or modification is contemplated, modified; and (ii) none of the respective commitments contained in the Financing Commitments have not Debt Commitment Letter has been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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 by such lenders of the full amount of the Debt Financing, other than as set forth in or contemplated by the Financing CommitmentsDebt Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as As of the date hereof Parent has no reason to believe that any of this Agreement, and assuming the accuracy of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained Company’s representations set forth in this Agreement and the Company’s compliance with its covenants set forth in this Agreement, in each case such that the conditions to the Debt Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement the Debt Commitment Letter are satisfied, neither Parent nor Purchaser has any reason to believe that it will be unable to satisfy on a timely basis any term or the Financing Commitments) and any other amounts required condition to be paid satisfied by it contained in the Debt Commitment Letter. Parent or Purchaser will fully pay any and all commitment fees that are incurred and are due and payable in connection with the consummation of the transactions contemplated hereby, Debt Financing as and to pay all related fees and expenseswhen they become payable.

Financing. Attached as Annex 5.2(e)(i(a) to the Parent Disclosure Letter is a true party to and complete copy has accepted a fully executed commitment letter dated as of a debt commitment letterAugust 10, other than 2023 (together with all exhibits and schedules thereto, the fee letter relating “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Debt Financing CommitmentLenders”), ) pursuant to which the lenders party thereto Lenders have agreed, subject to the terms and conditions set forth thereinthereof, to lend provide debt financing in the amounts set forth therein for therein. The debt financing contemplated pursuant to the purposes of financing the transactions contemplated by Debt Commitment Letter is collectively referred to in this Agreement (as the “Debt Financing.”). Attached as Annex 5.2(e)(ii (b) Parent has delivered to the Parent Disclosure Letter is Company a true true, complete and complete correct copy of the equity commitment letterexecuted Debt Commitment Letter and fee letters related thereto, dated as subject, in the case of such fee letters, to redaction solely of fee amounts, the rates and amounts included in the “market flex” and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability, termination or amount of the date hereofDebt Financing. (c) Except as expressly set forth in the Debt Commitment Letter, from GS Capital Partners V Fund, L.P. (there are no conditions precedent to the “Equity Financing Commitment” and together with obligations of the Lenders to provide the full amount of the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto Debt Commitment Letter. Parent does not have committed, subject any reason to the believe that it will be unable to satisfy on a timely basis all terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with be satisfied by it in any of the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable Commitment Letter on or prior to the date hereofClosing Date, nor does Parent have Knowledge that any Lender will not perform its obligations thereunder, in each case, assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Article VI, in each case, in all material respects. There are no side letters, understandings or other Contracts of any kind relating to the Debt Commitment Letter or the Debt Financing that could adversely affect the conditionality, enforceability, availability, termination or amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), and assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Article VI, in each case, in all material respects, together with cash on hand at Parent, 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 Letter, including the payment of the Merger Consideration, and any fees and expenses of or payable by Parent or Merger Sub or the other Parent Subsidiaries, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or the Company Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letter (such amounts, collectively, the “Financing Commitments are in full force and effect and are Amounts”). (e) The Debt Commitment Letter constitutes the legal, valid, binding and enforceable obligations of ParentParent and, Merger Sub and to the knowledge Knowledge of Parent, all the other parties thereto. There thereto and are no conditions precedent in full force and effect, subject to (a) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other contingencies related to affecting the funding enforcement of the full amount of the Financing, other than as set forth creditors’ rights generally and (b) general equitable principles (whether considered in an Action in equity or contemplated by the Financing Commitmentsat law). No event has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute a default on default, breach or failure to satisfy a condition by Parent under the part of Parent or Merger Sub under any terms and conditions of the Financing Commitments, and as of the date hereof Debt Commitment Letter. Parent has no does not have any reason to believe that any of the conditions to the Debt Financing contemplated by the Financing Commitments will not be satisfied by Parent on a timely basis or that the Debt Financing will not be made available to Parent on the Closing Date. Subject to , assuming the terms accuracy of the Company's representations and conditions warranties contained in this Agreement Article III and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of compliance by the Company with its covenants contained in Article V and its Subsidiaries on the Closing DateArticle VI, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (in each case, in all material respects. Parent has paid in full any and any repayment all commitment fees or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts fees required to be paid in connection with pursuant to the consummation terms of the Debt Commitment Letter on or before the entry into this Agreement. The Debt Commitment Letter has not been modified, amended or altered prior to the execution and delivery of this Agreement and none of the respective commitments under the Debt Commitment Letter have been terminated, reduced, withdrawn or rescinded in any respect. (f) In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent or any Parent Subsidiaries or any other financing or other transactions contemplated hereby, and be a condition to pay all related fees and expensesany of the Parent or Merger Sub’s obligations under this Agreement.

Financing. Attached as Annex 5.2(e)(i(a) The Buyer Parties shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange the Debt Refinancing on the terms and conditions described in the Refinancing Commitment Letter, including using their commercially reasonable efforts to (i) maintain in effect the Refinancing Commitment Letter; (ii) satisfy on a timely basis all conditions applicable to the Parent Disclosure Buyer Parties to obtaining the Debt Refinancing as set forth in the Refinancing Commitment Letter is a true that are within its control; (iii) negotiate and complete copy of a debt commitment letterenter into definitive agreements with respect thereto on the terms and conditions (including, other than the fee letter relating thereto (collectivelyif necessary, the “Debt Financing Commitment”), pursuant flex provisions) contemplated by the Refinancing Commitment Letter or on other terms no less favorable to which Buyer; (iv) comply with the lenders party thereto have agreed, Buyer’s obligations under the Refinancing Commitment Letter and the definitive agreements with respect thereto; (v) subject to the terms and conditions set forth thereincontemplated in the Refinancing Commitment Letter, to lend consummate the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) Refinancing at or prior to the Parent Disclosure Letter is a true Effective Time; and complete copy (vi) enforce its rights under the Refinancing Commitment Letter. If any portion of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to Refinancing becomes unavailable on the terms and conditions set forth therein(including the flex provisions) contemplated in the Refinancing Commitment Letter or the definitive agreements with respect thereto, the Buyer Parties shall promptly notify the MLP Parties and use their commercially reasonable efforts to invest the amount set forth therein (the “Equity Financing” and together with amend, modify, supplement, alter, restate, substitute or replace the Debt Financing CommitmentRefinancing with other alternative financing, on terms no less favorable to Buyer, as promptly as possible; provided, however, that the Buyer Parties shall not permit any amendment, modification, supplement, alteration, restatement, substitution or replacement of the Refinancing Commitment Letter or the Debt Refinancing on terms that are less favorable to Buyer, without the prior consent of the MLP Parties, such consent not to be unreasonably withheld, delayed or conditioned. In such event, the term “Financing”)Refinancing Commitment Letter” as used herein shall be deemed to include the amended, modified, supplemented, altered, restated, substituted or replacement, commitment letter. None The Buyer Parties shall promptly (and in any event within two Business Days) notify the MLP Parties: (A) of any default or breach by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of which the Buyer Parties are aware; (B) of the Financing Commitments has been amended or modified prior receipt of any written notice from any party to the date Refinancing Commitment Letter with respect to (1) any default, breach, termination or repudiation by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing or (2) any material dispute or disagreement between or among parties to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of this Agreementwhich the Buyer Parties become aware; and (C) if for any reason the Buyer Parties determine in good faith that they will not be able to obtain all or any portion of the Debt Refinancing on the terms, in the manner or from the sources contemplated by the Refinancing Commitment Letters. The Buyer Parties shall keep the MLP Parties informed on a reasonably current basis of the status of their efforts to arrange the Debt Refinancing and provide copies of all draft and executed documents related to the Debt Refinancing to the MLP Parties. In the event that the Buyer Parties are unable to obtain the Debt Refinancing or alternative financing on terms no such less favorable to Buyer, the Buyer Parties will obtain an amendment or modification is contemplatedto the Buyer Credit Agreement so that the Buyer will be permitted thereunder to, and will have sufficient funds available thereunder to, refinance the respective commitments contained in MLP Credit Agreements at the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid Closing; provided, however, that the Buyer Parties shall be permitted to pay any and all commitment fees or other fees to the lenders and administrative agent in connection with any such amendment without the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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 consent of the full amount of the Financing, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesMLP Parties.

Financing. Attached as Annex 5.2(e)(i(a) to the Parent Disclosure Letter is a true party to and complete copy of has accepted a debt fully executed commitment letterletter dated November 5, other than the fee letter relating thereto 2021 (collectivelytogether with all exhibits and schedules thereto, the “Debt Financing CommitmentCommitment Letter”), pursuant to which the lenders Financing Entities party thereto have agreed, subject to the terms and conditions set forth thereinthereof, to lend provide debt financing in the amounts set forth therein for therein. The debt financing committed pursuant to the purposes of financing the transactions contemplated by Commitment Letter is collectively referred to in this Agreement (as the “Debt Financing”). Attached as Annex 5.2(e)(ii) .” Parent has delivered to the Parent Disclosure Letter is Company a true true, complete and complete correct copy of the equity commitment letterfully executed Commitment Letter. (b) Except as expressly set forth in the Commitment Letter, dated there are no conditions precedent to the obligations of the Financing Entities to provide the Financing or any contingencies that could permit the Financing Entities to reduce the total amount of the Financing, including any condition or other contingency relating to the amount of availability of the Financing pursuant to any “flex” provision. Assuming satisfaction or waiver (to the extent permitted by applicable Law) of the conditions in Section 7.1 and Section 7.2, as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant Parent does not have any reason to which the parties thereto have committed, subject believe that it will be unable to the satisfy on a timely basis all material terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained be satisfied by it in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable Commitment Letter on or prior to the date hereofClosing Date or that the Financing will not be available to Parent on the Closing Date, nor does Parent have knowledge that any of the Financing Entities will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letter that could affect the availability, conditionality, enforceability, termination or amount of the Financing. (c) The Financing, when funded in accordance with the Commitment Letter and giving effect to any “flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Commitment Letter, including the payment of the Merger Consideration and any fees and expenses of or payable by Parent or Merger Sub pursuant to the terms of this Agreement and the Financing Commitments are in full force Commitment Letter and effect to prepay, repay, refinance or satisfy and are discharge all outstanding indebtedness of the Company and the Company Subsidiaries that is required pursuant to its terms to be prepaid, repaid, refinanced or satisfied and discharged at the Closing (such amounts, collectively, the “Merger Amounts”). (d) The Commitment Letter constitutes a legal, valid, binding and enforceable obligations obligation of ParentParent and, Merger Sub and to the knowledge of Parent, the other parties theretoparty thereto and is in full force and effect subject to Bankruptcy and Equity Exceptions. There are no conditions precedent or other contingencies related to To the funding knowledge of Parent, as of the full amount of the Financingdate hereof, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred which, with or without notice, lapse of time time, or both, would constitute constitutes, or could reasonably be expected to constitute, a default default, breach or a failure to satisfy a condition precedent on the part of Parent or Merger Sub under any the terms and conditions of the Financing CommitmentsCommitment Letter. Parent or an Affiliate thereof on its behalf has paid in full any and all commitment fees and 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 after the date of this Agreement as and when due. The Commitment Letter has not been materially modified, amended or altered as of the date hereof Parent has no reason to believe that any of hereof; the conditions to the Financing contemplated by the Financing Commitments Commitment Letter will not be satisfied amended, modified or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have altered at any time through the Closing, together except as permitted by Section 6.20 (with any such amendment, modification or alteration promptly notified in writing to the available cash Company); and, as of the Company and its Subsidiaries on date hereof, the Closing Datecommitment under the Commitment Letter has not been terminated, reduced, withdrawn or rescinded in any respect, and, to the knowledge of Parent, no termination, reduction, withdrawal or rescission thereof is contemplated. (e) In no event shall the receipt or availability of any funds sufficient to pay or financing (including, for the cash portion avoidance of doubt, the aggregate Per Share Merger Consideration (and Financing) by Parent or any repayment Affiliate or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required financing or other transactions be a condition to be paid in connection with the consummation any of the transactions contemplated hereby, and to pay all related fees and expensesParent’s obligations under this Agreement.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is a Company true and complete copy copies of a debt (i) fully executed commitment letter, other than the fee letter relating thereto letters (collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant ) from Silicon Valley Bank and Apollo Investment Corporation confirming their respective commitments to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of provide Parent with debt financing in connection with the transactions contemplated by this Agreement hereby (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is and (ii) a true and complete copy of the equity fully executed commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. letter (the “Equity Financing CommitmentCommitment Letter” and together with the Debt Financing CommitmentCommitment Letters, the “Financing CommitmentsCommitment Letters”), pursuant to which ) from each of the parties thereto have committed, subject listed on Annex II hereto confirming the respective counterparties’ commitments to provide Parent with equity financing in connection with the terms and conditions set forth therein, to invest the amount set forth therein transactions contemplated hereby (the “Equity Financing” and together with the Debt Financing CommitmentFinancing, the “Financing”). (b) The Equity Commitment Letter (i) is in full force and effect and is a valid, legal and binding obligation of Parent and the other parties thereto and (ii) is enforceable in accordance with its respective terms against Parent and the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). None Each of the Financing Commitments has been amended or modified prior Debt Commitment Letters (i) is in full force and effect and is a valid, legal and binding obligation of Parent and, to the date knowledge of this AgreementParent, no such amendment or modification the other parties thereto and (ii) is contemplatedenforceable in accordance with their respective terms against Parent and to the knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respectother laws affecting creditors’ rights generally and general principles of equity). Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments Commitment Letters that are payable on or prior to the date hereof. As of the date hereof, none of the Financing Commitment Letters have been amended or modified in any respect, no such amendment or modification is contemplated and the Financing Commitments are respective obligations and commitments contained therein have not been withdrawn, rescinded or otherwise modified in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties theretoany respect. There are no conditions precedent or other contingencies related to the funding As of the full amount of the Financingdate hereof, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred which, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent or Merger Sub under any Financing Commitment Letter or, to the knowledge of Parent, any other parties thereto. There are no conditions precedent to the funding of the full amount of the Financing, other than the conditions precedent set forth in the Financing CommitmentsCommitment Letters, and as of the date hereof Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement of the Financing Commitment Letters and the Financing CommitmentsRollover Agreements, Parent and Merger Sub will have at the Closing, together with the available cash aggregate proceeds of the Company and its Subsidiaries on the Closing Date, funds Financings are in an amount sufficient to pay consummate the cash portion of Merger upon the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt terms contemplated by this Agreement or (assuming contribution of the Financing Commitments) and Rollover Shares to Parent pursuant to the terms of the Rollover Agreements), to pay any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, by this Agreement and to pay all related fees and expenses. There are no side letters or other agreements, arrangements or understandings relating to the Financing Commitment Letters.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a Company true and complete copy copies of a debt (i) an executed commitment letterletter dated as of the date hereof (the “Commitment Letter” and, together with the Fee Letter (as defined below), as they may be amended, modified or replaced in accordance with Section 5.2 and together with all annexes, exhibits, schedules and other than the fee letter relating thereto (collectivelyattachments thereto, the “Debt Financing CommitmentCommitments”), ) pursuant to which the lenders party lender parties thereto have agreed, subject to the terms and conditions set forth thereinthereof, to lend provide or cause to be provided the debt amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (such amounts, the “Debt Financing”) and (ii) any fee letters related to the Debt Financing (with only fee amounts, dates, pricing caps, “market flex” and other economic terms redacted, none of which would adversely affect the amount, conditionality, termination or availability of the Debt Financing) (collectively, the “Fee Letter”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as As of the date hereofof this Agreement, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with none of the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedmodified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded and, to the knowledge of Parent, no withdrawal or rescission thereof is contemplated as of the date of this Agreement. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments by Parent or Merger Sub or, to the knowledge of Parent, any respectother party to the Debt Financing Commitments. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees or other fees in connection with required by the terms of the Debt Financing Commitments that are payable to be paid on or prior to before the date hereof, and of this Agreement. Assuming the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof Parent has no reason to believe that any satisfaction of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or contained in Section 6.1 and Section 6.3 and that the Debt Financing will not be made available to Parent on the Closing Date. Subject to is funded in accordance with the terms and conditions contained in this Agreement and of the Financing CommitmentsCommitment Letter, Parent and Merger Sub will have have, at the ClosingEffective Time, together with sufficient cash, available lines of credit or other sources of immediately available funds to consummate the available cash Merger and the other transactions contemplated hereby, including payment of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other all amounts required to be paid in connection with the consummation of the transactions contemplated herebypursuant to Article II, and to pay all related fees and expenses. In no event shall the receipt or availability of any funds or financing, including under the Debt Financing Commitments, by Parent or Merger Sub or any Affiliate thereof be a condition to any of Parent’s or Merger Sub’s obligations hereunder.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is a Company true and complete copy copies of a debt commitment letter, other than (i) the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity executed commitment letter, dated as of the date hereof, from GS Capital Partners V Fundby and among Parent and the financial institutions party thereto including all exhibits, L.P. schedules and annexes to such letter in effect as of the execution and delivery of this Agreement and (ii) the “Equity Financing Commitment” and together with the Debt Financing Commitmentexecuted fee letters related thereto (together, the “Financing Commitments”), pursuant to which the parties thereto have committedDebt Commitment Letter,” and, subject to the terms and conditions last sentence of Section 7.13(c), the provision of funds as set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”) (it being understood that such fee letters have been redacted to remove fees, the rates and amounts in the “market flex,” if any, and other economic terms that would not adversely affect the amount, conditionality, availability or termination of the Financing). None As of the Financing Commitments has been amended or modified prior to the date execution and delivery of this Agreement, other than the Debt Commitment Letter, there are no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees side letters or other fees in connection with the Financing Commitments written agreements, contracts or arrangements that are payable on impose conditions or prior other contingencies related to the date hereoffunding of the full amount of the Financing. As of the execution and delivery of this Agreement, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Debt Commitment Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn or contemplated rescinded in any respect prior to the date of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter represents (A) a valid, binding and enforceable obligation of Parent and (B) to the Knowledge of Parent, a valid, binding and enforceable obligation of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by the Financing CommitmentsEnforceability Limitations. No As of the execution and delivery of this Agreement, (1) the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, or compliance with any of the terms waived and (2) no commitment under the Debt Commitment Letter has been withdrawn, terminated or rescinded in any respect. Parent or the Parent Subsidiaries have fully paid (or caused to be paid) any and all commitment fees and other amounts that are required to be paid pursuant to the terms of the Debt Commitment Letter on or prior to the execution and delivery of this Agreement, and will fully pay (or cause to be paid) any such amounts due at or before the Effective Time. As of the execution and delivery of this Agreement, no event has occurred occurred, which, with or without notice, lapse of time or both, would reasonably be expected to (x) constitute a breach or default on the part of Parent or, to the Knowledge of Parent, any other party to the Debt Commitment Letter, (y) to the Knowledge of Parent, provide a basis for termination of the Debt Commitment Letter by any other party thereto, or Merger Sub under (z) result in a failure of any condition to the funding of the full amount of the Financing Commitments, and as or otherwise result in any portion of the date hereof Financing being unavailable at the Effective Time. Assuming satisfaction of the conditions set forth in Section 8.1 and Section 8.2, Parent has no reason to believe that any of the conditions to funding set forth in the Financing contemplated by the Financing Commitments Debt Commitment Letter will not be satisfied or satisfied, nor does Parent have knowledge, as of the execution and delivery of this Agreement, that the Financing will not be made available to Parent on the Closing Date. Subject to Date in accordance with the terms of the Debt Commitment Letter. (b) Assuming the accuracy of the representations and conditions contained warranties set forth in Article IV and the Company’s compliance with its obligations in this Agreement Agreement, the proceeds of the Financing, if funded, together with any available cash of Parent, the Company and the Financing Commitmentstheir respective Subsidiaries, shall constitute sufficient funds for Parent and Merger Sub will have to (i) make all cash payments contemplated to be made by them under this Agreement at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation Merger (including the repayment or prepayment of the transactions contemplated herebyobligations under the Company Credit Agreement in an amount up to the obligations (other than obligations which, by the terms of the Company Credit Agreement (and any related loan documents), survive termination thereof) outstanding thereunder as of the date hereof plus any additional amounts permitted to be incurred thereunder after the date hereof in accordance with the terms of this Agreement) and (ii) pay all related fees and expensesexpenses required to be paid by them on the Closing Date (the “Financing Amounts”).

Financing. Attached as Annex 5.2(e)(i(a) The Buyer has delivered to the Parent Seller and the Company (i) executed commitment letters dated as of the date hereof from the parties listed in Section 5.07 of the Buyer Disclosure Letter is a true Schedules (including all exhibits, schedules and complete copy of a debt commitment letterannexes to such letters, other than the fee letter relating thereto (collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which the lenders party thereto have agreedwhich, and subject to the terms and conditions set forth thereinthereof, the parties thereto have committed to lend provide the amounts debt financing set forth therein for the purposes purpose of financing funding the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the (ii) an executed equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. letter (the “Equity Financing CommitmentCommitment Letter” and and, together with the Debt Financing CommitmentCommitment Letters, the “Financing CommitmentsCommitment Letters”), pursuant to which the parties thereto have Griffon has committed, subject to the terms and conditions set forth therein, thereof to invest the amount set forth therein (the “Equity Financing” and and, together with the Debt Financing CommitmentFinancing, the “FinancingFinancings”). None . (b) As of the Financing Commitments has date hereof, the Commitment Letters, in the form so delivered, are in full force and effect, have not been terminated or otherwise amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained set forth in the Financing Commitments Commitment Letters have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, respect and the Financing Commitments are in full force Equity Commitment Letter constitutes a legal, valid and effect and are the validbinding obligation of Buyer, binding and enforceable obligations of Parent, Merger Sub and to the knowledge Knowledge of Parentthe Buyer, the Commitment Letters constitute a legal, valid and binding obligation of the other parties thereto, in each case, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity. There Except as expressly set forth in the Commitment Letters, there are no conditions precedent or other contingencies related to the funding respective obligations of the lenders specified in the Commitment Letters to fund the full amount of the Financing, other than as Financings. Subject to the accuracy of the representations and warranties of the Seller and the Company set forth in or contemplated by Articles III and IV hereof, as of the Financing Commitments. No date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach on the part of Parent or Merger Sub the Buyer under any the Commitment Letters. Subject to the terms and conditions of this Agreement, assuming the funding of the Financing CommitmentsFinancings in accordance with the terms and conditions of the Commitment Letters, the aggregate proceeds from the Financings constitute all of the financing required to be provided by the Buyer for the consummation of the transactions contemplated hereby and as will, in the aggregate, be sufficient to make payment of all amounts required to be paid by Buyer or on its behalf hereunder on the Closing Date. As of the date hereof Parent hereof, the Buyer has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments Financings will not be satisfied or that the Financing Financings will not be made available to Parent Buyer on the Closing Date. Subject As of the date hereof, there are no side letters or other Contracts or arrangements related to the terms and conditions contained in this Agreement and the Financing Commitmentsfunding or investing, Parent and Merger Sub will have at the Closingas applicable, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion full amount of the aggregate Per Share Merger Consideration (Financings other than as expressly set forth in the Commitment Letters. As of the date hereof, all commitment and any repayment other fees, costs and expenses that have been incurred and are due or refinancing of debt contemplated by this Agreement payable on or prior to the Financing Commitments) and any other amounts required to be paid date hereof in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesCommitment Letters has been paid.

Financing. Attached as Annex 5.2(e)(i(a) to the Parent Disclosure Letter is has received a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. of this Agreement (the “Equity Financing Commitment” Letter”) from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A. and together with the Debt Financing CommitmentBank of Nova Scotia (collectively, the “Financing CommitmentsLenders”), pursuant relating to the financing (including all exhibits, schedules and amendments to the Financing Letter in effect as of the date of this Agreement) required to consummate the Merger and the other Transactions on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Parent and the Company and to pay related fees and expenses, which Financing Letter includes terms and conditions for (i) a $1.950 billion senior secured credit facility (the parties thereto “Senior Facility”) and (ii) a $750.0 million unsecured “bridge” loan facility (the “Bridge Facility”) (or Senior Notes as defined in the Financing Letter (“Senior Notes”) in lieu thereof). The Lenders have committed, committed to provide and arrange the financing contemplated by the Financing Letter upon and subject to the terms and conditions set forth therein, to invest in the amount set forth therein Financing Letter (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None Parent has provided the Company with true, complete and correct copies of the Financing Commitments has been amended or modified prior to Letter. As of the date of this Agreement, (i) the Financing Letter is in full force and effect, is a valid, binding and enforceable obligation of the Parent, and to the Knowledge of the Parent, the other parties thereto, and has not been withdrawn or terminated or otherwise amended or modified in any respect without the prior written consent of the Company and no such amendment or modification is contemplatedcontemplated by Parent or Sub or, to Parent’s Knowledge, any other party thereto, and the respective commitments contained (ii) neither Parent nor Sub is in the Financing Commitments have not been withdrawn or rescinded in breach of any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as terms or conditions set forth in or contemplated by the Financing Commitments. No therein and no event has occurred which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a default on the part of Parent breach or Merger Sub under any of failure to satisfy a condition precedent set forth in the Financing Commitments, Letter. Parent and as Sub have paid any and all commitment fees or other fees in connection with the Financing Letter that are payable on or prior to the date of this Agreement. (b) As of the date hereof of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Sections 7.01 and 7.02, neither Parent nor Sub has no any reason to believe that any of it will be unable to satisfy the conditions of closing to be satisfied by it set forth in the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent Letter on the Closing Date. Subject to Assuming the terms and conditions contained funding of the Financing in this Agreement accordance with the Financing Letter, the proceeds from such Financing constitute all of the financing required for the consummation of the Merger and the Financing Commitmentsother Transactions, Parent and Merger Sub will have at the Closingand, together with the available Stock Consideration, Parent’s cash on hand, and cash on hand from operations of the Company Company, are sufficient for the satisfaction of all of Parent’s and its Subsidiaries on Sub’s obligations under this Agreement, including the Closing Date, funds sufficient to pay the cash portion payment of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and Consideration, any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, Merger and the other Transactions and to pay all related fees and expensesexpenses (including any repayment or refinancing of debt contemplated by this Agreement or the Financing Letter). There are no conditions precedent (i) to the availability of the “flex” provisions set forth in the Financing Letter or (ii) other than as expressly set forth in the Financing Letter, to the Lenders’ obligation to fund that portion of the Financing required for the consummation of the Merger and other Transactions. As of the date of this Agreement, there are no side letters or other agreements, arrangements or understandings (written or oral) relating to the Financing (other than fee letters and an engagement letter with respect to the Senior Notes with the providers of the Financing) to which Parent or Sub or any of their Affiliates is a party.

Financing. Attached as Annex 5.2(e)(i(a) (i) Each of Parent and Sub shall use reasonable best efforts to the Parent Disclosure Letter is a true take, or cause to be taken, all actions and complete copy of a debt commitment letterto do, other than the fee letter relating thereto (collectivelyor cause to be done, the “Debt Financing Commitment”)all things necessary, pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth thereinproper or advisable, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true consummate and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with obtain the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, Closing Date on the terms and subject only to the conditions contained in the Debt Financing Commitment (or with other terms and conditions agreed by Parent and the Financing Commitments are in full force and effect and are the validSources, binding and enforceable obligations of Parent, Merger Sub and subject to the knowledge restrictions on amendments of Parentthe Debt Financing Commitment set forth below), including using its reasonable best efforts to (A) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions contained in the Debt Financing Commitment (or with other parties thereto. There are no terms and conditions precedent agreed by Parent and the Financing Sources, subject to the restrictions on amendments of the Debt Financing Commitment set forth below), (B) satisfy (or other contingencies obtain the waiver of), and cause its Affiliates to satisfy (or obtain the waiver of), on a timely basis all conditions, and comply with all obligations applicable to Parent or Sub, contained in the Debt Financing Commitment or the definitive agreements related to the funding Debt Financing Commitment that are within the control of the full amount of the Financing, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under or any of its or their Affiliates or (C) maintain in effect the Debt Financing Commitments, Commitment. If all conditions to the Debt Financing have been satisfied and as of the date hereof Parent has no reason to believe that any of the conditions to Parent’s and Sub’s obligation to consummate the Financing contemplated by the Financing Commitments will not be Merger have been satisfied or that (to the extent permitted by Law) waived, each of Parent and Sub shall use their reasonable best efforts to cause the financial institutions providing the Debt Financing will not be made available to Parent fund the Debt Financing on the Closing Date. Subject For the avoidance of doubt and notwithstanding anything to the contrary in this Section 5.08, Parent acknowledges and agrees that its obligations to consummate the Transactions on the terms and subject to the conditions contained in set forth herein is not conditioned upon the availability or consummation of the Debt Financing, the availability of any replacement commitments or receipt of the proceeds therefrom, and its obligations under this Agreement and include its obligation to take such actions as may be necessary to have at Closing the Financing Commitments, Parent and Merger Sub will have cash resources to consummate the Transactions at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses.

Financing. Attached At the Closing, assuming the funding of the Debt Financing in accordance with the Debt Commitment Letter and after giving effect to any “flex” provision in the Debt Commitment Letter or the related fee letters (including with respect to fees and original issue discount), Parent will have immediately available funds in an amount as Annex 5.2(e)(i) is necessary to consummate the Transactions, including the payment by Parent, Merger Sub and the Surviving Corporation of the aggregate amount of the Merger Consideration, other amounts payable pursuant to Article II (including all amounts payable in respect of Company Stock Options, Company Restricted Shares and Company RSUs under this Agreement), any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation and any other amounts, including Indebtedness of the Company and its Subsidiaries, required to be paid in connection with, or as a result of, the consummation of the Transactions (the “Required Amount”). As of the date hereof, ▇▇▇▇▇▇ has delivered to the Parent Disclosure Letter is Company (a) a true correct and complete fully executed copy of a the debt commitment letter, other than dated as of even date herewith, including all exhibits, schedules, annexes and amendments to such letter in effect as of the fee letter relating thereto date of this Agreement (collectivelyas may be amended or modified in accordance with the terms hereof, the “Debt Commitment Letter”) and (b) a copy of any fee letters related to the Debt Commitment Letter (the “Fee Letters” and, together with the Debt Commitment Letter, the “Financing CommitmentLetters”) (which may be redacted to remove the fee amounts, economic terms and the terms of any “flex” provisions that are customarily redacted in transactions of this type, none of which redactions covers terms that reduce the amount of the Debt Financing below the Required Amount or adversely affect the conditionality, enforceability, termination or availability of the Debt Financing). Pursuant to, pursuant to which the lenders party thereto have agreed, and subject to the terms and conditions set forth thereinof, the Debt Commitment Letter, the lender thereunder has committed to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement set forth in such Debt Commitment Letter (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as As of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with neither the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments Commitment Letter nor any Fee Letter has been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, no such amendment amendment, restatement or other modification is contemplated, contemplated and the respective commitments contained in the Financing Commitments Debt Commitment Letter have not been withdrawn withdrawn, rescinded, amended, restated or rescinded otherwise modified in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or respect prior to the execution and delivery of this Agreement (in each case, other than to add lenders, financial institutions, lead arrangers, bookrunners, syndication agents or other similar entities in a manner contemplated by the Debt Commitment Letter). As of the date hereofof this Agreement, and the Financing Commitments are Debt Commitment Letter is in full force and effect and are constitutes the validlegal, valid and binding and enforceable obligations obligation of Parent and, to the Knowledge of Parent, Merger Sub and to the knowledge each 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 Bankruptcy and Equity Exception. There are no conditions precedent or other contingencies related to the funding of obligation to make the full amount of Debt Financing available to Parent pursuant to the FinancingDebt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter. Assuming the satisfaction of the conditions set forth in Section 6.01 and 6.02, the net proceeds of the Debt Financing will, in the aggregate and together with any cash or contemplated by other funds available to Parent and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the Financing CommitmentsLetters, including after giving effect to the maximum amount of any “flex” provisions) for the payment of the Required Amount. No As of the date of this Agreement, (i) no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach or 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 thereto under any term or condition of the Financing CommitmentsDebt Commitment Letter, and as (ii) assuming the satisfaction or waiver of the date hereof conditions set forth in Section 6.01 and Section 6.02 and taking into account the Marketing Period, Parent has no does not have any reason to believe that any of the conditions to the Debt Financing contemplated by the Financing Commitments will not be satisfied or that the Debt Financing or any other funds necessary to pay the Required Amount will not be made available to Parent on the Closing Date. Subject Parent has fully paid (or caused to be paid) all commitment fees or other fees to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts extent required to be paid on or prior to the date of this Agreement in connection with the consummation Debt Financing. Except for the Fee Letters and customary engagement letters with respect to the Debt Financing (none of which reduces the amount of the transactions contemplated herebyDebt Financing below the Required Amount or adversely affects the conditionality, and enforceability, termination or availability of the Debt Financing), as of the date hereof, there are no side letters or other agreements, contracts or arrangements of any kind relating to pay all related fees and expensesthe Debt Commitment Letter to which Parent or any of its Affiliates is a party, other than as expressly set forth in the Financing Letters.

Financing. Attached as Annex 5.2(e)(i(a) Parent shall use commercially reasonable efforts to arrange and consummate the Parent Disclosure transactions contemplated by the Wachovia Commitment Letter is a true and complete copy of a such additional debt commitment letter, other than the fee letter relating thereto and/or equity financing transactions (collectively, the “Debt Financing Commitment”), pursuant to which Transactions” and the lenders party thereto have agreed, subject Wachovia Commitment Letter together with any commitment letter or any similar agreement with respect to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing CommitmentTransactions, the “Financing Commitments”) such that, at the Closing, Parent would have sufficient funds available to pay all amounts payable at or promptly following the Closing by Parent, Merger Sub or the Surviving Corporation pursuant to Sections 1.5, 1.6 and 1.7 and all of the related fees and expenses payable by Parent or Merger Sub in connection with the Merger and other Contemplated Transactions. Without limiting the generality of the foregoing, Parent shall use its commercially reasonable efforts: (i) to the extent within its control, to satisfy all conditions precedent in any Financing Commitments then in effect and in any definitive agreements relating to the Financing Transactions, (ii) to negotiate in good faith definitive agreements respecting the Financing Transactions, and (iii) if any material portion of the financing to be provided at the Closing contemplated by the Wachovia Financing Letter has become unavailable, regardless of the reason therefor, to obtain alternative financing from the same or other sources subject to substantially similar conditions precedent to funding to those set forth in the Wachovia Commitment Letter. Parent shall give the Company prompt notice of any termination, revocation or amendment of the Wachovia Commitment Letter or any other Financing Commitments and provide the Company with copies of any written correspondence with respect thereto, shall provide copies of any documentation (including drafts thereof) with respect to any Financing Commitments or any definitive documentation with respect to the Financing Transactions, as and when requested by the Company, and shall otherwise keep the Company reasonably informed as to the status of its efforts to arrange the Financing Transactions. Parent shall not permit any material amendment or modification to be made to the conditions precedent to funding or any other material provision set forth in the Wachovia Financing Commitment (or any other Financing Commitment entered into after the date hereof that replaces the Wachovia Financing Commitment) that could reasonably result in a material reduction in the amount of financing available at the Closing thereunder without the prior written consent of the Company (such consent not to be unreasonably withheld). (b) In the event that (x) Wachovia or one or more other third parties provides at least $35 million of debt or equity financing to Parent at the Closing (other than amounts funded from the Trust Account) and (y) the proceeds at Closing from the Financing Transactions, together with the proceeds available to the Company from the Trust Account (as defined in Section 5.18) is less than the aggregate amount payable at, or immediately following, the Closing by Parent, Merger Sub or the Surviving Corporation pursuant to Sections 1.5, 1.6 and 1.7 (after using all cash (as determined in accordance with GAAP consistent with past practices and excluding restricted cash) on the Company’s balance sheet immediately prior to the Closing in excess of $20,000,000 to pay such amounts and borrowing the maximum amount permitted to be borrowed under the terms of any Financing Transaction being entered into at the Closing) (such shortfall, if any, the “Funding Shortfall”) and such Funding Shortfall does not exceed $80 million in the aggregate, then an amount equal to the Funding Shortfall (the “Stockholder Loan Amount”) that would have otherwise been payable to the Escrow Participants in cash pursuant to Sections 1.5, 1.6 and 1.7 shall instead be paid by Parent by the delivery of one or more promissory notes (the “Stockholder Loans”) having an aggregate initial principal amount equal to the Stockholder Loan Amount, which promissory notes shall be payable to the Escrow Participants pro rata in accordance with the amount of cash proceeds that would otherwise be payable to them at the Closing in respect of the shares of Company Capital Stock and shares of Company Common Stock subject to In-The-Money Company Options pursuant to Section 1.5(a)(ii)(A), pursuant Section 1.5(a)(iii)(A) and Section 1.6(a)(i) (calculated using the Estimated Closing Amount). In the event that any Stockholder Loan is made in connection with the Closing, Parent shall not enter into any other Financing Transaction at the Closing or, so long as any Stockholder Loan remains outstanding, incur any indebtedness that does not permit any Stockholder Loan to be refinanced by Parent and its Subsidiaries with the proceeds of any equity financing or any debt financing on terms that, in the aggregate, are not worse for the Parent and its other lenders than the terms of the Stockholder Loan being refinanced. (c) In the event that the aggregate amount of Stockholder Loans at Closing is equal to or less than $40 million, the Stockholder Loans shall be “Stockholder Mezzanine Loans” having the terms set forth in clause (ii) below. In the event that the aggregate amount of the Stockholder Loans at Closing are greater than $40 million, $30 million of such Stockholder Loans shall be “Stockholder Mezzanine Loans” having the terms set forth in clause (ii) below and the remaining amount of such Stockholder Loans (not to exceed $50 million) shall be “Stockholder Term B Loans” having the terms set forth in clause (i) below. (i) Any portion of the Stockholder Loans that are a “Stockholder Term B Loan” (the “Stockholder Term B Loan”) shall (1) have an initial adjustable interest rate equal to LIBOR plus 950 basis points, payable quarterly in cash, which interest rate shall be increased by 200 basis points per annum beginning on the parties thereto six month anniversary of the Closing Date and an additional 200 basis points per annum each three months thereafter, (2) be subject to a 1.5% origination fee payable in cash at the Closing, one-half of which shall be refunded to Parent with respect to any portion of the Stockholder Term B Loan principal amount that is refinanced or otherwise repaid within six months of the Closing Date, (3) be secured by a second lien on all of the assets of Parent and its Subsidiaries and shall be subordinate to the debt financing contemplated by the Wachovia Commitment Letter or any other first lien debt financing, not to exceed $75 million initial principal amount in the aggregate (together with any replacements and refinancings thereof in an aggregate principal amount that does not exceed $75 million, the “First Lien Loan”) and pari passu or senior to all other indebtedness of Parent and its Subsidiaries, (4) have committeda maturity of three and a half years following the Closing Date, subject and (5) shall otherwise be on terms and conditions customary for commercial “Second Lien” Term B loans and in no event shall contain terms, covenants and conditions less favorable to the Escrow Participants in any material respect than the terms, covenants and conditions obtained by a third party in connection with any other Term B loan entered into by Parent or its Subsidiaries with such a third party as part of the Financing Transactions. (ii) Any portion of the Stockholder Loans that are a “Stockholder Mezzanine Loan” (the “Stockholder Mezzanine Loan”) shall (1) have an initial interest rate equal to twenty percent per annum, one half of which shall be payable quarterly in cash and one half of which shall be payable quarterly in kind, which interest rate shall be increased by 100 basis points per annum beginning on the twelve month anniversary of the Closing Date and by an additional 100 basis points per annum each three months thereafter, one half of which shall be payable quarterly in cash and one half of which shall be payable quarterly in kind, (2) be secured by a third lien on all of the assets of Parent and its Subsidiaries and shall be subordinate to the First Lien Loan (not to exceed $75 million initial principal amount in the aggregate) and any second lien debt financing consummated by Parent in connection with the Closing (and any replacements or refinancings thereof in an aggregate principal amount, together with the First Lien Loans, not to exceed $115 million), (3) have a maturity of three and a half years following the Closing Date, and (4) otherwise be on terms and conditions customary for commercial “mezzanine” bridge loans and in no event shall contain terms, covenants and conditions less favorable to the Escrow Participants in any material respect than the terms, covenants and conditions obtained by a third party in connection with any mezzanine or other loans subordinated to any second lien financing entered into by Parent or its Subsidiaries with such a third party as part of the Financing Transactions. (iii) In addition, to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitmentspecified above, the “Financing”Stockholder Loans shall provide that (in the case of clauses (w). None , (x) and (z) to the extent permitted by the terms of the Financing Commitments First Lien Loan): (w) 100% of the proceeds of any debt or equity financing consummated by Parent or its Subsidiaries following the Closing shall be used to prepay first the Stockholder Term B Loan and, when such loan has been amended repaid in full, thereafter the Stockholder Mezzanine Loan, (other than financing used to refinance or modified prior replace the First Lien Loan in an aggregate principal amount that does not exceed $75 million), (x) 100% of the proceeds of any sale of assets of Parent or its Subsidiaries (other than the sale of inventory or the licensing of Intellectual Property in the ordinary course of business or the sale of equipment in the ordinary course of business so long as the proceeds of the sale of such equipment are used to purchase additional equipment within 90 days thereof) following the Closing shall be used to prepay first the Stockholder Term B Loan and, when such loan has been paid in full, thereafter the Stockholder Mezzanine Loan, (y) no dividends, distributions, redemptions or other payments shall be made to the equity holders of Parent in respect of the equity securities of Parent held by such holders so long as any Stockholder Loan remains outstanding, and (z) 100% of excess cash flow from the operation of Parent and its Subsidiaries (to be defined in the definitive agreements with respect to the Stockholder Loans in a manner consistent with general market practice) shall be used to prepay first the Stockholder Term B Loan and, when such loan has been paid in full, thereafter the Stockholder Mezzanine Loan; provided for purposes of this clause (z) the maximum availability to Parent or its Subsidiaries under any revolving credit facility plus the aggregate amount of cash and cash equivalents as determined in accordance with GAAP on a consolidated basis is at least $35 million after giving effect to such repayment. (d) If requested by the Company at any time after the earlier of January 10, 2007 or the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained filing of the definitive Proxy Statement by Parent in the Financing Commitments have not been withdrawn or rescinded in any respect. event Parent has fully paid any and all commitment fees or other fees not negotiated definitive agreements with respect to Financing Transactions as a result of which it reasonably expects to receive at least $115 million in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have proceeds at the Closing, together or by Parent at any time, Parent and the Stockholder Representative shall negotiate definitive agreements with respect to the available cash Stockholder Loans and Parent shall reimburse the Stockholder Representative for any out-of-pocket expenses (including reasonable out-of-pocket legal fees in connection therewith) incurred by the Stockholder Representative in negotiating such agreements. If Parent and the Stockholder Representative are unable to agree on any terms or conditions of the Company Stockholder Loans not specified above, Parent and its Subsidiaries the Stockholder Representative shall jointly retain (at Parent’s sole cost and expense) a mutually acceptable nationally recognized law firm with experience representing lenders in loans of the types included in the Stockholder Loan, which shall resolve any dispute regarding such terms and conditions by determining the prevailing market practice then in effect with respect to loans of such type (it being understood that, except as noted in Section 5.9(c), such loans are not being made on terms customary for seller financing and are instead intended to be made on market terms typical for loans of such type made by commercial lenders). (e) If the Closing DateStockholder Loan is made, funds sufficient then notwithstanding anything to pay the cash contrary in this Agreement, the Indemnity Escrow Contribution Amount shall be equal to the excess (if any) of (i) $20,000,000 over (ii) the Stockholder Loan Amount. In the event that, and at such time as, any Parent Indemnitee would otherwise have become entitled to receive a distribution out of the Indemnity Escrow Fund in accordance with Section 9.7 (a “Distribution Entitlement”), the indemnity obligation of the Escrow Participants, and such Parent Indemnitee’s entitlement to such distribution, shall be satisfied first by reducing the principal amount of the Stockholder Term B Loan dollar-for-dollar by the amount of such Distribution Entitlement, up to the lesser of (x) the principal amount of the Stockholder Term B Loan then remaining outstanding or (y) the amount of such Distribution Entitlement, and any remaining portion of such Distribution Entitlement shall be satisfied by reducing the principal amount of the Stockholder Mezzanine Loan dollar-for-dollar by the remaining amount of such Distribution Entitlement, up to the lesser of (1) the principal amount of the Stockholder Mezzanine Loan then remaining outstanding or (2) the remaining amount of such Distribution Entitlement. To the extent that at any time a proposed repayment by Parent of all or any portion of the principal amount of a Stockholder Loan (other than by reason of a Distribution Entitlement) would have the effect of reducing the aggregate Per Share Merger Consideration principal amount outstanding of all Stockholder Loans remaining below an amount equal to the excess (if any) of (A) $20 million over (B) the aggregate amount of all of all prior reductions in the principal amount of Stockholder Loans as a result of Distribution Entitlements, the amount of such repayment shall not be paid by Parent to the payees of the Stockholder Loan, but instead shall be deposited in the Indemnity Escrow Fund; provided, however, that the principal amount of the Stockholder Loan shall for all purposes be deemed to have been reduced by the amount of such deposit. (f) The Company shall use commercially reasonable efforts (at Parent’s sole cost and expense with respect to any repayment or refinancing of debt out-of-pocket expenses requested to be incurred by Parent in connection therewith) to assist Parent in connection with transactions undertaken by Parent to finance the transactions contemplated by this Agreement or Agreement. Notwithstanding the Financing Commitments) and foregoing, in no event shall any other amounts of the Acquired Companies be required to be paid in connection enter into any agreement or incur any liability or obligation with respect to such financing transactions prior to the consummation of the transactions contemplated hereby, and to pay all related fees and expensesClosing.

Financing. Attached as Annex 5.2(e)(i(a) Assuming the Financing has been received, at or prior to the time at which payment for validly tendered Shares is required to be made hereunder, Parent Disclosure Letter is a true and Merger Sub shall have available cash resources and/or financing in an aggregate amount sufficient to enable Parent and Merger Sub to consummate the Transactions. Parent has delivered to the Company an accurate and complete copy of a fully executed debt commitment letterletter (together with all annexes, other than schedules and exhibits thereto) from the fee letter relating financial institutions party thereto (collectively, the “Debt Financing CommitmentLenders”) (such letter, the “Commitment Letter”), pursuant to which the lenders party thereto have agreedterms, but subject to the terms and conditions expressly set forth therein, of which certain of the Lenders have committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein for the purposes of partially financing the transactions contemplated by this Agreement Transactions (such debt financing, the “Debt Financing”). Attached as Annex 5.2(e)(iiParent and Merger Sub acknowledge that their obligations under this Agreement, including their obligations to consummate the Transactions, are not contingent or conditioned in any manner on obtaining any funds or financing. (b) The Commitment Letter is, and each definitive agreement with respect to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment(which definitive agreements are referred to collectively in this Agreement as the “Definitive Financing Agreements”) entered into after the date of this Agreement but prior to the Acceptance Time (if any), will be, in each case, a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, to the Knowledge of Parent, the “Financing Commitments”), pursuant to which the other parties thereto have committed, subject to the in accordance with their respective terms and subject to: (i) the respective conditions expressly set forth therein; (ii) any Law of general application relating to bankruptcy, to invest insolvency and the amount set forth therein relief of debtors; and (the “Equity Financing” iii) rules of Law governing specific performance, injunctive relief and together with the Debt Financing Commitment, the “Financing”)other equitable remedies. None As of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have Commitment Letter has not been withdrawn withdrawn, modified, terminated or rescinded in any respect. Parent has fully paid any and all commitment fees , amended, restated or other fees in connection with the Financing Commitments that are payable on otherwise modified or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties theretowaived. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in or expressly contemplated by the Financing Commitments. No event has occurred whichCommitment Letter and this Agreement, with or without noticeand, lapse of time or both, would constitute a default on assuming the part of Parent or Merger Sub under any truth and accuracy of the Financing CommitmentsCompany’s representations and warranties and compliance by the Company with its covenants and agreements herein, and as of the date hereof Parent has no does not have any reason to believe that any of the conditions to the Debt Financing contemplated by the Financing Commitments will not be satisfied or that the Debt Financing will not be made available to Parent at or prior to the time at which payment for validly tendered Shares is required to be made hereunder. As of the date hereof, there are no, and there are not contemplated to be any, side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing, other than any customary engagement letters, fee letters and non-disclosure agreements that do not impact the conditionality for the Debt Financing to occur or amount of the Debt Financing. (c) As of the date of this Agreement, no event has occurred which (i) would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the Closing Datepart of Parent under the Commitment Letter or (ii) would, individually or in the aggregate, permit the Lenders to terminate, or to not immediately fund the facilities to be established thereunder upon satisfaction of all conditions thereto. Subject to As of the terms and conditions contained date of this Agreement, neither Parent nor Merger Sub is aware of any material inaccuracies in this Agreement and any of the Financing Commitmentsrepresentations or warranties (if any) of Parent or Merger Sub in the Commitment Letter. To the extent required, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment has fully paid all commitment fees or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts fees required to be paid in connection with prior to the consummation date of this Agreement pursuant to the transactions contemplated hereby, and to pay all related fees and expensesCommitment Letter.

Financing. Attached as Annex 5.2(e)(i(i) Parent has delivered to the Parent Disclosure Letter is a true Company true, complete and complete copy fully executed copies of a debt the commitment letterletter (including all related exhibits, other than the schedules, annexes, supplements and term sheets attached thereto, and including any related fee letter relating thereto (collectivelyas described below, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date hereof in compliance with Section 6.13, the “Debt Commitment Letter”) from the Debt Financing Commitment”)Sources party thereto, pursuant confirming their respective commitments to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes provide Parent or any of its Affiliates with debt financing in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest hereby in the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification . (ii) The Debt Commitment Letter is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the validis a valid and binding obligation of Parent or its Affiliates party thereto and, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There are no conditions precedent , enforceable against Parent or other contingencies related its Affiliates party thereto and, to the funding knowledge of Parent, the other parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the full amount date hereof, the Debt Commitment Letter has not been amended or modified, and the commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified. All fees (if any) required to be paid under the Debt Commitment Letter on or prior to the date hereof have been paid in full. As of the Financingdate of this Agreement, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred which, with or without notice, lapse of time or both, would constitute a material breach or default on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto under any term of the Financing Commitments, and as Debt Commitment Letter which would reasonably be expected to materially impair or adversely affect the Debt Financing. As of the date hereof hereof, Parent and Merger Sub have no reason to believe that they or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter. As of the date of this Agreement, Parent has no reason to believe that (A) any of the conditions precedent or other contingencies related to the funding of the Debt Financing contemplated by the Financing Commitments will not be satisfied or that (B) the Debt Financing will not be made available to Parent or Merger Sub on the Closing Date. Subject Parent and Merger Sub each expressly agree and acknowledge that Parent’s and Merger Sub’s obligations to consummate the Merger, are not subject to, or conditioned on, Parent’s or Merger Sub’s receipt of any financing. (iii) There are no conditions precedent or other contingencies (including the consent of any lender under the Existing Credit Agreement which is not party to the Debt Commitment Letter) directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings entered into by Parent or any Affiliate thereof related to the funding or investing, as applicable, of the Debt 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, with only the fee amounts, pricing terms, pricing caps and other commercially sensitive terms and conditions contained redacted or (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Debt Financing). (iv) Assuming the Debt Financing is funded on the Closing Date in accordance with the Debt Commitment Letter, the Closing is consummated in accordance with the terms of this Agreement and the transactions in the Rollover and Support Agreements are consummated in accordance with the terms thereof, following satisfaction of the conditions precedent thereto, the aggregate proceeds of the Debt Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available no more than $5 million of cash of the Company and its Subsidiaries on the Closing Date, funds will be in an amount sufficient to pay consummate the cash portion of Merger and the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt other transactions contemplated by this Agreement or Agreement, including to (i) pay the Financing Commitmentsaggregate Merger Consideration pursuant to Section 4.01(a) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to (ii) pay all related fees and expensesexpenses of Parent, Merger Sub and their respective representatives pursuant to this Agreement.

Financing. Attached as Annex 5.2(e)(i) Purchaser has delivered to the Parent Disclosure Letter is a Seller true and complete copy complete, fully-executed copies of a the debt and equity commitment letterletters, other than dated as of October 3, 2013 among Purchaser; Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates; Bank of America, N.A.; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated; Barclays Bank PLC; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.; and Natixis, New York Branch and including all exhibits, schedules, annexes and amendments to such agreements in effect as of the fee letter relating thereto date hereof (collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which the lenders party thereto have agreed, and subject to the terms and conditions set forth thereinthereof each of the parties thereto (other than Purchaser), has severally agreed and committed to lend provide the amounts debt financing set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is and Purchaser has received a true and complete copy commitment in respect of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. financing set forth therein (the “Equity Financing CommitmentFinancing,” and together with the Debt Financing CommitmentFinancing, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, collectively the “Financing”). None of the Financing Commitments has The Commitment Letters have not been amended amended, restated or otherwise modified or waived prior to the date of this Agreement, no such amendment or modification is contemplated, Execution Date and the respective commitments contained in the Financing Commitments Commitment Letters have not been withdrawn withdrawn, modified or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or respect prior to the date hereof. As of the date hereof, and the Financing Commitments Commitment Letters are in full force and effect and are constitute the validlegal, valid and binding obligation of each of Purchaser and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto, except as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letters. There are no other agreements, side letters or arrangements that would permit the parties to the Commitment Letters to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. The Commitment Letters provide Purchaser with binding financial commitments that, when funded at Closing, provide it with sufficient funds to pay the Final Purchase Price and to pay any other amounts required to be paid by it in connection with the consummation of the transactions contemplated by this Agreement. As of the Financing Commitments. No date hereof, (A) no event has occurred which, that would constitute a breach or default (or an event that with notice or without notice, lapse of time or both, both would constitute a default default), in each case, on the part of Parent or Merger Sub Purchaser under the Commitment Letters or, to the Knowledge of Purchaser, any of other party to the Financing Commitments, Commitment Letters and as of the date hereof Parent (B) Purchaser 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 Financing will not be made available to Parent Purchaser on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts Purchaser has fully paid all fees required to be paid in connection with prior to the consummation of date hereof pursuant to the transactions contemplated hereby, Commitment Letters and will pay any additional fees required to pay all related fees and expensesbe paid pursuant to the Commitment Letters.

Financing. Attached (a) Parent shall use its reasonable best efforts to take, or cause Merger Sub to take, all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, and consummate as Annex 5.2(e)(i) to soon as practicable after the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectivelydate hereof, the “Debt Financing Commitment”), pursuant to which on the lenders party thereto have agreedterms and conditions described in the Financing Commitments (provided that, subject to the terms provisions of this Section 6.14(a), Parent and conditions set forth thereinMerger Sub may replace or amend the Debt Financing Commitments to add lenders, to lend lead arrangers, bookrunners, syndication agents or similar entities which had not executed the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated Financing Commitments as of the date hereof, from GS Capital Partners V Fundor otherwise amend the Financing Commitments so long as such replacement or amendment would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby), L.P. including using reasonable best efforts to (i) maintain in effect the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms foregoing replacement and amendment rights, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior within their control (including by consummating the Equity Financing pursuant to the date hereof, and terms of the Equity Financing Commitments are and by assisting in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There are no conditions precedent syndication or other contingencies related to the funding marketing of the full amount of Debt Financing contemplated by the Financing, other than as set forth in or Debt Financing Commitments) and (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments. No event has occurred which, with Commitments or without notice, lapse of time or both, on other terms acceptable to the Parent that would constitute a default on not adversely impact in any material respect the part ability of Parent or Merger Sub under any of to consummate the Financing Commitments, and as of the date hereof Parent has no reason to believe that any of the conditions to the Financing transactions contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on the Closing Datehereby. Subject to the terms and conditions contained herein, at the Closing Parent shall draw down on the Debt Financing if the conditions to the Debt Financing Commitments are then satisfied. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in this Agreement and the Financing Commitments, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to Parent and Merger Sub will have at (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement. Parent shall keep the Company reasonably apprised of material developments related to the Financing, and shall provide a copy of each document related to the Financing to the Company promptly after such document becomes available. (b) Prior to the Closing, together with the available cash Company shall provide to Parent and Merger Sub, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries on the Closing Dateto, funds sufficient provide to pay the cash portion of the aggregate Per Share Parent and Merger Consideration (and any repayment Sub all cooperation reasonably requested in writing by Parent that is reasonably necessary, proper or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid advisable in connection with the Financing, including (i) participating in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents necessary, proper or advisable in connection with the Financing, (iii) furnishing Parent and Merger Sub with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably required under the Debt Commitments (all such information in this clause (iii), the "Required Information"), (iv) taking all actions reasonably necessary to permit the lenders involved in the Financing to evaluate the Company's current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements, and (v) taking all corporate actions reasonably necessary to permit the consummation of the transactions contemplated hereby, Debt Financing and to pay permit the proceeds thereof, together with the cash at the Company and its Subsidiaries, to be made available to the Company on the Closing Date to consummate the Merger. Parent shall, promptly upon request by the Company, reimburse the Company for all related fees and expensesout-of- pocket costs incurred by the Company or its Subsidiaries in connection with the performance of the provisions of this Section 6.14(b).

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a Company true and complete copy copies of a debt (i) the commitment letterletter with respect to the senior credit facilities, other than dated as of the fee date hereof, among Parent and Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and JPMorgan Chase Bank and (ii) the commitment letter relating thereto with respect to the first lien mortgage loan, dated as of the date hereof, among Parent and German American Capital Corporation, Deutsche Bank AG, New York Branch and JPMorgan Chase Bank (collectively, the “Debt Financing CommitmentCommitments”), pursuant to which the lenders party thereto have agreedcommitted, subject to the terms and conditions set forth thereinthereof, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii, and (iii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V FundFC Investor, L.P. LLC (the “Equity Financing Commitment” and and, together with the Debt Financing CommitmentCommitments, the “Financing Commitments”), pursuant to which the such parties thereto have committed, subject to the terms and conditions set forth thereinthereof, to invest the amount cash amounts set forth therein (the “Equity Financing” and and, together with the Debt Financing CommitmentFinancing, the “Financing”). The Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto. None of the Financing Commitments has been or will be amended or modified prior to the date of this Agreementmodified, no such amendment or modification is contemplatedexcept as consistent with Section 7.9(c), and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to respect as of the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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 As of the full amount date of the Financingthis Agreement, other than as set forth in or contemplated by the Financing Commitments. No 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 Financing Commitment and subject to the accuracy of the Financing Commitments, representations and as warranties of the date hereof Company set forth in Article IV and the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof, neither Parent nor Merger Sub has no any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it in any of the conditions Financing Commitments on or prior to the Financing Closing Date. The funds contemplated to be provided by the Financing Commitments will not would be satisfied sufficient to enable Parent to make or that the Financing will not cause to be made available to Parent on payments of the Closing Date. Subject to Merger Consideration as provided herein (including for the terms and conditions contained in this Agreement and the Financing CommitmentsCompany Options as provided herein), Parent and all other necessary payments by it, Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid Surviving Corporation in connection with the consummation Merger (including the repayment of outstanding indebtedness of the transactions contemplated hereby, Surviving Corporation) and to pay all of the related fees and expenses. There are no conditions precedent or other contingencies to the funding of the Financing other than as set forth in the Financing Commitments. There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Financing Commitments. As of the date hereof, Parent or Merger Sub has fully paid, or caused to be fully paid, any and all commitment fees which are due and payable with respect to the Debt Financing Commitments.

Financing. Attached as Annex 5.2(e)(i(a) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which and obtain the lenders party thereto have agreed, subject to proceeds of the Debt Financing on the terms and conditions set forth thereindescribed in the Commitment Letter and Fee Letter, including using reasonable best efforts to lend (i) maintain in effect and enforce the amounts set forth Commitment Letter and Fee Letter in accordance with their terms, (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein for (including, as necessary, the purposes “flex” provisions contained in the Fee Letter), (iii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions in the Commitment Letter, Fee Letter and the Definitive Agreements and comply with its obligations thereunder, and (iv) draw a sufficient amount of financing the Debt Financing to enable Parent to consummate the Offer and the Merger, in the event that all closing conditions contained in Section 7.01 and Annex I shall be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are capable of being satisfied as of such day assuming the Closing was to occur on such day). Parent shall provide the Company with prompt notice of any material breach or repudiation by any party to the Commitment Letter or Fee Letter of which the Parent becomes aware. In the event that all conditions contained in the Commitment Letter and Fee Letter have been satisfied and Parent and Merger Sub are required to consummate the Closing pursuant to Section 2.02, Parent shall use reasonable best efforts to cause each Lender to fund its respective committed portion of the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. Parent shall not, without the prior written consent of the Company, permit any amendment or modification to, or any waiver of any provision (including any remedy) under, or voluntarily replace (it being understood that any Alternative Debt Financing shall not be deemed a voluntary replacement for purposes of this sentence), the “Commitment Letter or Fee Letter if such amendment, modification, or waiver or voluntary replacement (w) adds new (or adversely modifies any existing) conditions to the consummation of the Debt Financing as compared to those in the Commitment Letter and Fee Letter as in effect on the date hereof, (x) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letter, Fee Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against such other parties to the Commitment Letter and Fee Letter as in effect on the date hereof or in the Definitive Agreements, (y) reduces the aggregate amount of the Debt Financing”). Attached as Annex 5.2(e)(ii, or (z) would otherwise reasonably be expected to prevent or materially delay the Parent Disclosure Letter is a true and complete copy consummation of the equity commitment letterMerger and the other transactions contemplated by this Agreement; provided, dated that for the avoidance of doubt no consent from the Company shall be required for: (A) any amendment, replacement, supplement or modification of the Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof (including in replacement of a Lender), (B) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof, from GS Capital Partners V Fundor (C) any amendment, L.P. replacement, supplement or modification to the Commitment Letter or Definitive Agreements so long as such action would not be prohibited by the foregoing clauses (w) through (z). Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement of the Commitment Letter or the Fee Letter. (b) If, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under this Section 6.13, the Commitment Letter or Fee Letter (or any Definitive Agreements relating thereto) expires or is terminated prior to the Closing, in whole or in part, for any reason, including as a result of a breach or repudiation or if any portion of the Debt Financing otherwise becomes unavailable, regardless of the reason therefor (other than a breach by the Company of this Agreement which prevents or renders impracticable the consummation of the Debt Financing) Parent will (1) use its reasonable best efforts to obtain alternative debt financing (the “Equity Financing Commitment” and Alternative Debt Financing”) (in an amount sufficient, when taken together with the available cash on hand, and any then-available Debt Financing Commitment, the “Financing Commitments”), pursuant to any then-existing Commitment Letter, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses earned, due and payable as of the Closing Date) on terms not less favorable in the aggregate to Parent than those contained in the Commitment Letter and the Fee Letter that the alternative financing would replace (taking into account any flex provisions) from the same or other sources and which the parties thereto have committed, subject do not include any incremental conditionality to the terms and consummation of such alternative debt financing that are more onerous to Parent or the Company (in the aggregate) than the conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded Commitment Letter in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof Parent has no and (2) promptly notify the Company of such unavailability and the reason to believe that any therefor. (c) For purposes of the conditions foregoing Section 6.13(a) and Section 6.13(b), (i) the term “Commitment Letter” shall be deemed to the Financing contemplated by the Financing Commitments will not be satisfied include any commitment letter (or that the Financing will not be made available similar agreement) with respect to Parent on the Closing Date. Subject to the terms and conditions contained any alternative debt financing arranged in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration compliance herewith (and any repayment Commitment Letters remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or refinancing of similar agreement) with respect to any alternative debt contemplated by financing arranged in compliance with this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated herebySection 6.13, and (iii) the term “Lenders” shall be deemed to pay all related fees and expensesinclude any lenders providing the alternative debt financing arranged in compliance herewith.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is a true Company true, correct and complete copy copies of a (i) the fully executed debt commitment letter, other than dated as of the fee letter relating thereto (collectivelydate hereof, the “Debt Financing Commitment”)between Parent and Barclays Bank PLC, including all annexes, schedules and exhibits thereto, pursuant to which the lenders party thereto have Barclays Bank PLC has agreed, subject only to the terms and conditions to availability set forth thereinin the Financing Commitment Letter, to lend provide Parent with debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by hereby and the Plan Transactions (as amended, supplemented, replaced or otherwise modified in accordance with the terms thereof and of this Agreement (Agreement, the “Financing Commitment Letter”; the financing intended to be incurred pursuant to the Financing Commitment Letter, as it may be amended, supplemented, replaced or otherwise modified in accordance with the terms of this Agreement, the “Debt Financing”) and (ii) the fully executed fee letter referred to in the Debt Commitment Letter (as amended, supplemented, replaced or otherwise modified in accordance with the terms thereof and of this Agreement, the “Financing Fee Letter” and, together with the Financing Commitment Letter, the “Financing Letters”). Attached as Annex 5.2(e)(ii) to ; provided, that in the Parent Disclosure Letter is a true case of Financing Fee Letter, the fee amounts, yield or interest rate caps, original issue discount amounts, “market flex” and complete copy other economic terms set forth therein, none of which shall adversely affect the amount or availability of the equity commitment letterDebt Financing, dated as may be redacted in a customary manner. (b) As of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None each of the Financing Commitments has been amended or modified prior to the date of this AgreementLetters, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofform so delivered, and the Financing Commitments are is in full force and effect and are is the legal, valid, binding and enforceable obligations obligation of ParentParent and, Merger Sub and to the knowledge of Parent, the other parties thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). There are The Financing Letters have not been withdrawn, terminated, repudiated, rescinded, amended, supplemented, replaced or otherwise modified in any respect except, after the date hereof, as expressly permitted pursuant to Section 7.15. (c) As of the date hereof, no event has occurred or circumstance exists that, with or without notice, the lapse of time or both, would reasonably be expected to constitute or result in a breach, default or failure to satisfy a condition on the part of Parent (or, to the knowledge of Parent, any other Person) under the Financing Letters. (d) As of the date hereof, neither Parent nor any of its Affiliates has entered into any side letters, contracts or other agreements or arrangements relating to the Debt Financing that impose conditions precedent or other contingencies related to to, or could affect, the funding of the full amount of the Debt Financing, in each case other than as expressly set forth in or contemplated by the Financing CommitmentsLetters. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as As of the date hereof hereof, the Financing Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to Parent and its Affiliates on the terms in the Financing Letters. As of the date hereof, Parent has no reason to believe that any of the conditions to the Debt Financing contemplated by the Financing Commitments will not be satisfied or satisfied, nor does Parent have knowledge, as of the date hereof, that the Debt Financing will not be made available to Parent on the Closing Date. Subject Date in accordance with the terms of the Financing Letters. (e) The net proceeds of the Debt Financing (both before and after giving effect to any “market flex” provisions), when funded on the Closing Date in accordance with the Financing Letters, together with other financial resources of Parent, will provide Parent with funds at the Effective Time sufficient to: (i) pay all cash amounts required to be paid by Parent under or in connection with this Agreement; (ii) pay any and all fees and expenses of or payable by Parent with respect to the terms and conditions contained in transactions contemplated by this Agreement and the Financing CommitmentsPlan Transactions, Parent including the Mergers and Merger Sub will have at the Closing, together Debt Financing; (iii) repay any Indebtedness required to be repaid in connection with the available cash consummation of the Company transactions contemplated hereby; and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion (iv) satisfy all of the aggregate Per Share Merger Consideration (and any repayment or refinancing other payment obligations of debt Parent contemplated by this Agreement or related to any of the transactions contemplated by this Agreement and the Plan Transactions. (f) Parent has fully paid (or caused to be fully paid) any and all commitment fees or other fees that are required to be paid pursuant to the terms of any Financing CommitmentsLetter. (g) Assuming the accuracy on the Closing Date of all of the representations and any warranties of the Company in this Agreement, after giving effect to the transactions contemplated by this Agreement and the Plan Transactions, including the payment of the aggregate Merger Consideration, the payment of all other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, by this Agreement and to pay the Plan Transactions and the payment of all related fees and expenses, Parent will be Solvent at and immediately after the Effective Time.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is a true Company true, correct and complete copy copies of a (i) the executed Debt Commitment Letter and Debt Fee Letters, which Debt Fee Letters have been redacted for fee amounts, pricing terms, “market flex” provisions (if any) and other terms that are customarily redacted, none of which redacted provisions would adversely affect the availability, conditionality or enforceability of the debt commitment letterfinancing contemplated by the Debt Commitment Letter. Pursuant to the Debt Commitment Letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, and subject to the terms and conditions set forth thereinthereof, the Debt Financing Sources party thereto have committed to lend provide Parent and/or its Subsidiary party thereto with the amounts set forth therein in the Debt Commitment Letter for the purposes set forth therein. The only conditions precedent to the obligations of financing the transactions Debt Financing Sources party to the Debt Commitment Letter thereunder to provide the Facilities (as defined therein) on the Closing Date are the Financing Conditions. (b) As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no amendment or modification is contemplated by (other than with respect to flex rights as set forth in the Debt Fee Letters and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement), and the Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation of, and is enforceable against, Parent and, to the Knowledge of Parent, each of the other non-affiliated parties thereto, subject, in each case, to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all fees that are due and payable on or prior to the date of this Agreement (in connection with the “Debt Financing”). Attached Except as Annex 5.2(e)(ii) set forth in the Debt Commitment Letter and the Debt Fee Letters, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or any of its Subsidiaries is a party relating to the Parent Disclosure Debt Commitment Letter is a true and complete copy or the Debt Financing that imposes conditions precedent to the funding of the equity commitment letterDebt Financing on the Closing Date or would otherwise affect the availability of the Debt Financing on the Closing Date in each case, dated other than any customary engagement letters or non-disclosure agreements which do not impact the conditionality, availability or amount of the Debt Financing and that, in the case of such customary engagement letters, copies of which (which may include customary redactions) have been delivered to the Company as of the date hereof. (d) Assuming the accuracy of the Company’s representations and warranties set forth in Article 3 and compliance by the Company in all material respects with its obligations hereunder, from GS Capital Partners V Fund, L.P. and assuming satisfaction of the conditions in Article 6 (other than the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth thereinin Section 6.3(a) and Section 6.3(b) and those conditions that by their nature can only be satisfied at the Closing), to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None as of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, constitutes, or would constitute reasonably be expected to constitute, a default or breach by Parent or its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of the Debt Commitment Letter or to prevent the satisfaction of any condition to the availability of the Debt Financing. Assuming satisfaction of the conditions in Article 6 (other than the conditions set forth in Section 6.3(a) and Section 6.3(b)) and that the Debt Financing is funded on the part Closing Date in accordance with the Debt Commitment Letter, the proceeds from the Debt Financing, together with available cash of Parent and its Subsidiaries and other amounts expected to be available to Parent and its Subsidiaries, will be sufficient for Parent to pay the Required Amount. (e) Parent and Parent Merger Subs expressly acknowledge and agree that their obligations under this Agreement to consummate the Transactions or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt other transactions contemplated by this Agreement are not subject to, or conditioned on, the receipt or availability of any funds or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesDebt Financing.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is Company a true true, complete and complete correct copy of a one or more fully executed debt commitment letterletters, other than dated as of the date of this Agreement, and fully executed fee letter letters relating thereto (collectivelysuch commitment letter(s) and fee letter(s), including 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 Section 5.16(d) is referred to herein as the “Debt Financing Commitment”), among Parent, JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc. (the “Lenders”), pursuant to which which, among other things, the lenders party thereto Lenders have agreed, upon the terms and subject to the 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; provided, that, except for disclosure to the Company and its board of directors, officers, accountants, attorneys and other professional advisors, such fee letters may be redacted to remove fee amounts, the economic portion of any market “flex” provisions, pricing caps and other economics terms and conditions set forth therein, none of which affect the availability or net amount of the Debt Financing. The debt financing contemplated under the Debt Financing Commitment (including any debt securities and credit facilities issued in lieu of any portion of such debt financing as contemplated in the Debt Financing Commitment) is referred to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (herein as the “Debt Financing.”). Attached as Annex 5.2(e)(ii (b) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letterThe Debt Financing Commitment is, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are effect. The Debt Financing Commitment is the legal, valid, binding and enforceable obligations obligation of ParentParent and, Merger Sub and to the knowledge of Parent, the other parties theretothereto (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Action may be brought). The Debt Financing Commitment has not been amended, modified, supplemented, extended or replaced, and will not be amended, modified, supplemented, extended or replaced, except as permitted under Section 5.16(d). As of the date hereof, (i) neither Parent nor, to the knowledge of Parent, any other party to the Debt Financing Commitment is in breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Financing Commitment and (ii) no 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 on the part of Parent (or, to the knowledge of Parent, any other party to the Debt Financing Commitment) under the Debt Financing Commitment, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Debt Financing Commitment or (C) otherwise result in any portion of the Debt Financing not being available at or prior to the Closing. As of the date hereof, Parent has not received any notice or other communication from any party to the Debt Financing Commitment with respect to (i) any actual or potential breach or default on the part of Parent or any other party to the Debt Financing Commitment or (ii) any intention of such party to terminate the Debt Financing Commitment or to not provide all or any portion of the Debt Financing. As of the date hereof, Parent and Merger Sub (i) have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitment) that, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3, they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing and (ii) know of no fact, occurrence, circumstance or condition that, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3, would reasonably be expected to (A) cause the Debt Financing Commitment to fail to be satisfied, to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective or (B) otherwise cause the full amount (or any portion) of the Debt Financing contemplated to be available under the Debt Financing Commitment to not be available to Parent and Merger Sub on a timely basis (and in any event no later than at the Closing). The aggregate proceeds contemplated by the Debt Financing Commitment, together with available cash on hand of Parent and the Company, will be sufficient for Parent and Merger Sub to (i) consummate the Merger and any other transactions contemplated by this Agreement upon the terms and subject to the conditions set forth in this Agreement, including (A) the payment of the Cash Election Amount and (B) any funds to be provided by Parent to the Company to enable the Company to fund payments (if any) required to be made in connection with the transactions contemplated by this Agreement in accordance with Section 3.6, (ii) repay any indebtedness required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and (iii) pay all fees, costs and expenses (including any premiums or penalties) in connection therewith on the Closing Date. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Debt Financing other than as expressly set forth in the Debt Financing Commitment. There are no side letters or other Contracts (except for customary engagement letters which do not contain provisions that impose any additional conditions or other contingencies to the funding of the Debt Financing, and true, correct and complete copies of which have been provided to the Company), whether written or oral, related to the funding of the full amount of the Debt Financing other than as expressly set forth in or expressly contemplated by the Debt Financing CommitmentsCommitment. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Neither Parent or Merger Sub under nor any of its Affiliates has entered into any Contract, arrangement or understanding (i) awarding any agent, broker, investment banker or financial advisor any financial advisory role on an exclusive basis in connection with the Financing CommitmentsMerger or (ii) expressly prohibiting any bank, and as 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 date hereof Parent has no reason to believe that Company or any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied its Subsidiaries. All commitment fees or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment other fees or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts deposits required to be paid under the Debt Financing Commitment on or prior to the date of this Agreement have been paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesfull.

Financing. Attached as Annex 5.2(e)(i(a) As of the date of this Agreement, Parent has delivered to the Parent Disclosure Letter is a true Company true, complete and complete copy correct copies of a debt (i) the fully executed commitment letter, other than letter dated as of the date hereof (together with all exhibits and schedules thereto and any fee letter relating thereto (collectivelyrelated thereto, the “Debt Commitment Letter”) from the Debt Financing Commitment”), Parties party thereto pursuant to which the lenders party thereto such Debt Financing Parties have agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein, and (ii) all of the fee letters related thereto, subject, in the case of such fee letters, to lend redaction solely of fee amounts, securities demand, “flex terms”, other economic terms and other provisions (including any dates related thereto) that are customarily redacted in connection with transactions of this type so long as no redaction covers terms that would reduce the amounts set forth therein for amount of the purposes Debt Financing below the amount required to satisfy the Financing Amount or adversely affects the conditionality, enforceability, availability or termination of the Debt Financing. The debt financing the transactions contemplated by the Debt Commitment Letter is collectively referred to in this Agreement (as the “Debt Financing.”). Attached (b) Except as Annex 5.2(e)(ii) expressly set forth in the Debt Commitment Letter and in the unredacted portions of any fee letters, there are no conditions precedent to the Parent Disclosure Letter is a true and complete copy obligations of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant Parties to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with provide the Debt Financing Commitment, that would permit the “Financing”). None Debt Financing Parties to reduce the aggregate principal amount of the Debt Financing Commitments has been amended below an amount necessary to satisfy the Financing Amount, including any condition relating to the amount or modified prior availability of the Debt Financing pursuant to any “flex” provision. As of the date of this Agreement, no such amendment or modification is contemplated, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and the respective commitments contained conditions to be satisfied by it in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable Debt Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge that any of the Debt Financing Parties will not perform its obligations thereunder. As of the date hereofof this Agreement, and the Financing Commitments there are in full force and effect and are the validno side letters, binding and enforceable obligations understandings or other agreements, contracts or arrangements of Parent, any kind to which Parent or Teton Merger Sub and to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related is a party relating to the funding of the full amount of the FinancingDebt Financing required to fund the Financing Amount, other than as expressly set forth in the Debt Commitment Letter and the unredacted portions of any fee letters and other than customary engagement letters and customary fee credit letters (in each case, the terms of which do not (i) reduce the amount of the Debt Financing below the amount required to fund the Financing Amount or contemplated (ii) impose any new or additional conditions or otherwise adversely amend, modify or expand any conditions precedent to the Debt Financing). (c) Assuming (x) the accuracy in all material respects of the representations and warranties set forth in Article IV and (y) the performance by the Company and its Subsidiaries of the covenants and agreements contained in this Agreement in all material respects, the Debt Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount) shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s payment obligations under this Agreement and the Debt Commitment Letter, including the payment of the Merger Consideration, the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Teton Merger (including the Payoff Amount), and any fees, expenses and other amounts of or payable by Parent or any of its Affiliates, in each case required to be paid on the Closing Date by Parent or Teton Merger Sub in connection with the transactions contemplated hereby (such amounts, collectively, the “Financing CommitmentsAmount”). (d) As of the date of this Agreement, each of the obligations set forth in the Debt Commitment Letter constitutes the legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, all the other parties thereto and such Debt Commitment Letter is legal, valid, binding and enforceable in accordance with their terms and is in full force and effect. No As of the date of this Agreement, no event has occurred which, which (with or without notice, lapse of time or both, ) would constitute a default on default, breach or failure to satisfy a condition by Parent under the part of Parent or Merger Sub under any terms and conditions of the Financing CommitmentsDebt Commitment Letter, and and, as of the date hereof of this Agreement, 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 Debt Financing will not be made available to Parent on the date of the Closing Date. Subject in an amount necessary to the terms and conditions contained in this Agreement and satisfy the Financing Commitments, Amount. Parent has paid in full any and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment all commitment fees or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date hereof, and will pay in connection full any such amounts due on or before the Closing Date. Except in accordance with the consummation terms hereof, the Debt Commitment Letter has not been modified, amended or altered and, as of the transactions date of this Agreement, none of the respective commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect, and, to the knowledge of Parent, as of the date of this Agreement, no termination, reduction, withdrawal or rescission thereof is contemplated. As of the date of this Agreement, no modification or amendment to the Debt Commitment Letter is contemplated hereby(other than, and in accordance with Section 6.15(c), to pay all related fees and expensesadd lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement). (e) In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent, Teton Merger Sub or any of their respective Affiliates be a condition to any of Parent’s or Teton Merger Sub’s obligations under this Agreement.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a Company true and complete copy copies of a debt (i) an executed commitment letterletter dated as of the date hereof (the “Commitment Letter” and, together with the Fee Letter (as defined below), together, as they may be amended, modified or replaced in accordance with Section 5.2 and together with all annexes, exhibits, schedules and other than the fee letter relating attachments thereto (collectively, the “Debt Financing CommitmentCommitments”), ) pursuant to which the lenders party lender parties thereto have agreed, subject to the terms and conditions set forth thereinthereof, to lend provide or cause to be provided the debt amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (such amounts, the “Debt Financing”) and (ii) the fee letters referred to in such commitment letter (with only fee amounts, dates, pricing caps, “market flex” and other economic terms redacted, none of which would adversely affect the amount or availability of the Debt Financing (the “Fee Letter”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as As of the date hereofof this Agreement, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with none of the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedmodified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded and, to the knowledge of Parent, no withdrawal or rescission thereof is contemplated as of the date of this Agreement. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments by Parent or Merger Sub or, to the knowledge of Parent, any respectother party to the Debt Financing Commitments. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees or other fees in connection with required by the terms of the Debt Financing Commitments that are payable to be paid on or prior to before the date hereof, and of this Agreement. Assuming the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof Parent has no reason to believe that any satisfaction of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or contained in Section 6.1 and Section 6.3 and that the Financing will not be made available to Parent on the Closing Date. Subject to is funded in accordance with the terms and conditions contained in this Agreement and of the Financing CommitmentsCommitment Letter, Parent and Merger Sub will have have, at the ClosingEffective Time, together with sufficient cash, available lines of credit or other sources of immediately available funds to consummate the available cash transactions contemplated hereby, including payment of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other all amounts required to be paid in connection with the consummation of the transactions contemplated herebypursuant to Article II, and to pay all related fees and expenses. In no event shall the receipt or availability of any funds or financing, including under the Debt Financing Commitments, by Parent or Merger Sub or any Affiliate thereof be a condition to any of Parent’s or Merger Sub’s obligations hereunder.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is Company a true and complete copy of the equity commitment letter, dated as of the date hereofMay 10, from GS Capital Partners V Fund2005, L.P. between Parent, Banc of America Securities LLC and Credit Suisse First Boston (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which Banc of America Securities LLC and Credit Suisse First Boston have agreed to provide the parties thereto have committed, subject to the terms kinds and conditions set forth therein, to invest the amount amounts of financing set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). Subject to the consummation of the Financing, Parent has or has available to it, and at all times through the Effective Time will have available, and will make available to Sub, all funds necessary to consummate the Merger and pay the related fees and expenses of Parent and Sub. None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedsince their respective dates, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the The Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties theretoeffect. 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 the Financing Commitments. Subject to the accuracy of the representations and warranties of the Company set forth in Article IV, Parent is not aware of any fact or condition existing on the date of this Agreement that makes any of the assumptions or statements set forth in the Financing Commitments inaccurate or that causes, or might reasonably be expected to cause, the Financing Commitments to be ineffective or that precludes, or might reasonably be expected to preclude, the satisfaction of the conditions set forth in the Financing Commitments. The Financing Commitments have been duly executed by all parties thereto and are in full force and effect as of the date hereof. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments. No event has occurred which, together with the Company’s anticipated cash balances, will be sufficient for Parent and the Surviving Corporation: (i) to pay the aggregate Merger Consideration and any other repayment or without notice, lapse refinancing of time Indebtedness contemplated in this Agreement or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, ; (ii) to pay all related fees and as expenses; and (iii) to finance the Surviving Corporation’s working capital and general corporate needs after the Effective Time. Subject to the accuracy of the date hereof representations and warranties of the Company set forth in Article IV, Parent has no does not have any reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is Company a true and complete copy of a debt fully executed, definitive commitment letter, other than letter from the fee letter relating thereto (collectively, the “Debt Financing Commitment”)Sources named therein, pursuant to which such Financing Sources have committed, upon the lenders party thereto have agreed, terms and subject to the terms and conditions set forth therein, to lend provide the amounts set forth debt financing described therein for the purposes of financing in connection with the transactions contemplated by this Agreement (the “Commitment Letter”, and such Commitment Letter together with any definitive credit, indentures, debentures, facilities or similar financing agreement, as replaced, amended, supplemented, modified or waived, in compliance with this Agreement and including all exhibits, schedules, and annexes to such agreements, the “Debt Financing Agreements,” and the financing contemplated pursuant to the Debt Financing Agreements, the “Debt Financing”). Attached as Annex 5.2(e)(ii. (b) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as As of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitmentof this Agreement, the “Financing Commitments”)Commitment Letter is in full force and effect and is a legal, pursuant valid and binding obligation of Parent, and to which the Knowledge of Parent, the other parties thereto, and is enforceable in accordance with its terms against Parent, and to the Knowledge of Parent, against each of the other parties thereto have committed, (subject to the terms applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” other laws affecting creditors’ rights generally and together with the Debt Financing Commitment, the “Financing”general principles of equity). None As of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a material breach or default by Parent under the Commitment Letter, (ii) to the Knowledge of Parent, result in the failure of any condition contained in the Commitment Letter to be satisfied or (iii) to the Knowledge of Parent, result in the commitments provided in the Commitment Letter being unavailable on the part Closing Date. The Commitment Letter has not been amended or modified on or prior to the date of Parent or Merger Sub under any this Agreement and as of the Financing Commitmentsdate of this Agreement, no such amendment or modification is contemplated by Parent (except as may be required by the Commitment Letter or fee letters referred to below), and as of the date hereof of this Agreement, the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. The consummation of the Debt Financing is subject to no conditions precedent other than those expressly set forth in the Commitment Letter, and to the Knowledge of Parent, there are no contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing such that Parent has (and, after the consummation of the Parent Restructuring, HoldCo) would be unable to consummate the Closing, other than in each case those conditions or contingencies expressly set forth in the Commitment Letter. Except for fee letters relating to fees with respect to the Debt Financing (redacted copies of which, removing fee amounts and market “flex” provisions (none of which would adversely affect the amounts or availability of the Debt Financing), have been provided to the Company), there are no side letters or other Contracts to which any Parent Entity is a party related to the quantum or conditionality of the Debt Financing (other than as contemplated under Section 7.07(b)), other than the Commitment Letter. As of the date of this Agreement, none of the Parent Entities have reason to believe that any of the conditions to the Debt Financing contemplated by the Financing Commitments will not be satisfied or that the Debt Financing will not be made available to Parent Parent, HoldCo and the Merger Subs on or prior to the Closing Date. Subject to The aggregate proceeds of the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the ClosingDebt Financing, together with cash, cash equivalents and short-term marketable securities held by the available cash Parent Entities, as of the Company and its Subsidiaries on the Closing DateFirst Effective Time, funds will be sufficient to enable Parent and/or HoldCo to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other all amounts required to be paid by them in cash in connection with the transactions contemplated by this Agreement, including the Preferred Stock Consideration and all payments, fees and expenses payable by them arising out of the consummation of the transactions contemplated herebyby this Agreement, the Company Notes and Credit Agreement. The obligations of HoldCo and Parent hereunder are not subject to pay any condition regarding HoldCo’s, Parent’s or any other Person’s ability to obtain financing for the transactions contemplated by this Agreement. (c) After giving effect to the Transaction and the payment of the Merger Consideration, the Debt Financing and the payment of all related payments, fees and expensesexpenses payable by any of the Parent Entities, each of HoldCo and Parent will be solvent (as defined in the Commitment Letter as of the date hereof).

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is a true Company true, complete and complete copy correct copies of a debt (i) an executed equity commitment letter, other than dated as of the fee letter relating thereto date hereof (collectively, the “Debt Financing CommitmentEquity Commitment Letter”), from the Guarantors, pursuant to which the lenders party thereto Guarantors have agreed, subject to the terms and conditions set forth thereinthereof, to lend invest in Parent the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Equity Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity (ii) an executed commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), Sources party thereto pursuant to which the parties thereto Debt Financing Sources have committed, subject to the terms and conditions set forth thereinthereof, to invest provide the amount financing in the amounts set forth therein to the Buyer Parties at or prior to the Closing (the “Equity Debt Financing”) for the purpose of funding the Merger and the related fees and expenses thereto (including all exhibits, schedules, and annexes thereto, and any Fee Letters (as defined below), collectively, the “Debt Commitment Letters” and and, together with the Debt Financing CommitmentEquity Commitment Letter, the “Commitment Letters”) together with any fee letter (which may be redacted with respect to fee amounts, pricing terms, pricing caps, “market flex” provisions, “securities demand” provisions and other economic terms that are customarily redacted in connection with transactions of this type none of which redactions cover terms that would adversely affect the conditionality, enforceability, availability or termination, or reduce the aggregate amount of, the Debt Financing) delivered in connection with the Debt Commitment Letter (the “Fee Letter”). None The Debt Financing pursuant to the Debt Commitment Letters and the Equity Financing pursuant to the Equity Commitment Letter are collectively referred to in this Agreement as the “Financing.” (b) Except as expressly set forth in the Commitment Letters, there are no conditions precedent or other contingencies to the obligations of the Debt Financing Sources to fund the Debt Financing in accordance with the terms of the Debt Commitment Letter or to the obligations of the Guarantors to fund the full amount of the Equity Financing in accordance with the terms of the Equity Commitment Letter. Assuming satisfaction of the conditions set forth in Article VII, as of the date hereof the Buyer Parties do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer Parties at the Closing. (c) Assuming the satisfaction (or waiver) of the conditions set forth in Article VII and assuming the representations and warranties set forth in Section 3.7(a), the first and second sentences of Section 3.7(b) and the first sentence of Section 3.7(c) are true and correct, the Financing, when funded in accordance with the Commitment Letters, shall together with Cash on Hand provide Parent with cash proceeds at or prior to the Closing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges under the Commitment Letters and any fee letters related thereto) sufficient for Parent or the Surviving Corporation and its Subsidiaries, as applicable, to pay all amounts owed by Parent at the Closing pursuant to Section 2.7, Section 2.8 and Section 6.19, any fees and expenses of or payable by the Buyer Parties in connection with the transactions contemplated hereby, in each case, payable on the Closing Date, and all amounts owed by the Surviving Corporation and its Subsidiaries pursuant to Section 2.9, which amounts, for the avoidance of doubt, shall not include any cash consideration in respect of any shares of Company Common Stock held by, or underlying the Company Warrant held by, the Buyer Parties, Holdings, any Holdings Subsidiary or TCP-ASC ACHI Series LLLP as of the Effective Time (all such amounts owed by Parent and the Surviving Corporation and its Subsidiaries, less Cash on Hand, collectively, the “Required Amount”). (d) The Commitment Letters are (i) legal, valid and binding obligations of the Buyer Parties and, to the knowledge of Parent, of each of the other parties thereto (subject, in the case of the Debt Commitment Letters, to the effect of any Laws relating to the Enforceability Limitations), and (ii) as of the date hereof, in full force and effect. As of the date hereof, the Buyer Parties are not in default or breach under the terms and conditions of the Commitment Letters and, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 of this Agreement and the completion of the Marketing Period, no event has occurred that, with or without notice, lapse of time, or both, would or, would reasonably be expected to, (w) constitute a default or breach or a failure to satisfy a condition precedent on the part of the Buyer Parties under the terms and conditions of the Commitment Letters or, to the Knowledge of the Buyer Parties, any other party to the Financing under any term or condition of the Commitment Letters, (x) make any of the representations of the Buyer Parties or, to the Knowledge of the Buyer Parties, any other party thereto set forth in the Commitment Letters inaccurate in any material respect, (y) result in any of the conditions precedent in the Commitment Letters not being satisfied on a timely basis or (z) result in any portion of the Financing Commitments has been amended being unavailable at or modified prior to the date of this Agreement, no such amendment Closing or modification is contemplated, and on the respective commitments contained Closing Date. The Buyer Parties have paid in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid full any and all commitment fees or other fees in connection with required to be paid pursuant to the Financing Commitments that are payable terms of the Commitment Letters on or prior to before the date of this Agreement. As of the date hereof, none of the Commitment Letters have been modified, amended or altered, and none of the Financing Commitments are commitments under any of the Commitment Letters have been withdrawn, terminated, amended, modified or rescinded in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties theretoany respect. There are no other fee letters, engagement letters, side letters or other written agreements, written Contracts or written arrangements to which any Buyer Party or any of their respective Affiliates is a party that would impose additional conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in Debt Financing or contemplated by Equity Financing or reduce the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any amount of the Financing Commitmentstaken together with Cash on Hand to be less than the Required Amount. (e) The Buyer Parties acknowledge and agree that, and as in no event shall the receipt or availability of any funds or financing (including, for the date hereof Parent has no reason to believe that any avoidance of doubt, the conditions to the Financing contemplated Financing) by the Financing Commitments will not be satisfied Buyer Parties or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required financing or other transaction or other transactions be a condition to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesany Buyer Party’s obligations hereunder.

Financing. Attached as Annex 5.2(e)(i(a) As of the date of this Agreement, Parent has delivered to the Parent Disclosure Letter is Company a true true, complete and complete correct copy of a fully executed debt commitment letter, other than dated as of the date of this Agreement (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 “Debt Commitment Letter”) and fully executed fee letter 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 (collectivelyexcept that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted in a customary manner so long as no such redaction covers terms that would adversely affect the amount or conditionality of the Debt Financing) (such Debt Commitment Letter and Fee Letters are referred to collectively herein as the “Debt Financing Commitment”), among Parent and the Financing Sources party thereto (the “Commitment Parties”), pursuant to which the lenders party thereto Commitment Parties have agreed, subject to the terms and conditions set forth thereinof the Debt Financing Commitment, to lend provide or cause to be provided, on a several and not joint basis, the amounts set forth therein for financing commitments described therein. The debt financing contemplated under the purposes of financing the transactions contemplated by this Agreement (Debt Financing Commitment is referred to herein as the “Debt Financing.”). Attached as Annex 5.2(e)(ii (b) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letterThe Debt Financing Commitment is, dated as of the date hereof, from GS Capital Partners V Fundin full force and effect. The Debt Financing Commitment is the legal, L.P. valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto (except to the extent enforcement may be limited by (1) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (2) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Equity Remedies Exceptions”)). As of the date hereof, (i) neither Parent nor, to the knowledge of Parent, any other counterparty to the Debt Financing Commitment is in breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Financing Commitment and (ii) assuming the accuracy of the representations and warranties in Article 3 (to the extent that a breach of any such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Debt Financing Commitment” and together ), no 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 on the part of Parent or Merger Sub (or, to the knowledge of Parent, any of the Commitment Parties) under the Debt Financing Commitment, the “Financing Commitments”), pursuant (B) constitute or result in a failure by Parent to which the parties thereto have committed, subject satisfy any condition to the terms and conditions funding of the Debt Financing set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with in the Debt Financing Commitment, the “Financing”). None or (C) otherwise result in any portion of the Debt Financing Commitments has been amended or modified prior not being available on the Closing Date, assuming the conditions to the Debt Financing are satisfied or waived in accordance with the terms thereof. As of the date hereof, Parent has not received any notice from any party to the Debt Financing Commitment with respect to (i) any actual or potential breach or default on the part of this Agreement, no Parent or any other party to the Debt Financing Commitment or (ii) any intention of such party to terminate the Debt Financing Commitment or to not provide all or any portion of the Debt Financing. No amendment or modification (other than to add lenders, lead arrangers, bookrunners or syndication agents) to, or withdrawal, termination or rescission of, the Debt Financing Commitment is currently contemplated, and the respective commitments contained in the Debt Financing Commitments Commitment have not been withdrawn or rescinded in any respect. Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3 hereof and assuming the accuracy of the representations and warranties in Article 3 (to the extent that a breach of any such representation or warranty would adversely affect the satisfaction by Parent has fully paid any and all commitment fees or other fees of the conditions set forth in connection with the Debt Financing Commitments that are payable on or prior to Commitment), as of the date hereof, Parent and Merger Sub: (i) have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and Commitment) that they will be unable to satisfy on a timely basis any condition to the knowledge funding of Parentthe Debt Financing and (ii) know of no fact, circumstance or condition that would reasonably be expected to (A) cause the other parties theretoDebt Financing Commitment to be terminated, withdrawn, modified, repudiated or rescinded 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 Debt Financing Commitment to not be available to Parent on the Closing Date. There As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing other than those expressly set forth in the Debt Financing Commitment. There are no side letters or other agreements, contracts or arrangements, whether written or oral, imposing any additional conditions or contingencies upon the funding of the full amount, of the Debt Financing, or that would otherwise reasonably be expected to adversely affect the conditionality, enforceability or availability of the Debt Financing, other than as expressly set forth in the Debt Financing Commitment. All commitment fees or contemplated by other fees required to be paid under the Debt Financing Commitments. No event has occurred which, with Commitment on or without notice, lapse prior to the date of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitmentsthis Agreement have been paid in full, and Parent will pay all additional fees under the Debt Financing Commitment as of the date hereof they become due. Parent has no reason to believe understands and acknowledges that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. Subject to under the terms and conditions contained in of this Agreement and Agreement, Parent’s obligation to consummate the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt transactions contemplated by this Agreement is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent. To the extent this Agreement must be in a form acceptable to the Financing Commitments) and any other amounts required to be paid in connection with Sources, the consummation of the transactions contemplated hereby, and to pay all related fees and expensesFinancing Sources have approved this Agreement.

Financing. Attached as Annex 5.2(e)(i(a) The Parent has delivered to the Parent Disclosure Letter is Company a true and complete copy of (i) the executed Debt Commitment Letter and (ii) the executed Debt Fee Letter (which may be redacted as to fees, yield or interest rate caps, original issue discount amounts, economic terms, flex terms and successful syndication level and other terms that are customarily redacted in connection with transactions of this type and would not adversely affect the conditionality, enforceability, availability, net cash proceeds or principal amount (except, in the case of the net cash proceeds or principal amount, as a debt commitment letterresult of increased original issue discount or upfront fees resulting from the exercise of “price flex”) of the Debt Financing). Except as expressly set forth in the Debt Commitment Letter and Debt Fee Letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject there are no conditions precedent to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes obligations of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject Sources party to the terms and conditions set forth therein, Debt Commitment Letter to invest the amount set forth therein (the “Equity Financing” and together with provide the Debt Financing Commitment, or any contingencies that would permit the “Financing”). None Debt Financing Sources to reduce the total amount of the Debt Financing, including any condition or other contingency relating to the total amount or availability of the Debt Financing Commitments has been amended or modified prior pursuant to any market flex provision. As of the date of this Agreement, no such amendment neither the Parent nor any Subsidiary of the Parent has entered into any agreement, side letter or modification is contemplatedother arrangement relating to the debt financing of the Transactions, in each case, that would reasonably be expected to adversely affect the conditionality, enforceability, availability or principal amount of the Debt Financing, other than as set forth in the Debt Commitment Letter and the respective Debt Fee Letter. The commitments contained in the Financing Commitments Debt Commitment Letter have not been withdrawn or rescinded in any respectrespect prior to the date of this Agreement. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represents (A) a valid, binding and enforceable obligation of the Parent and (B) to the Parent’s Knowledge, a valid, binding and enforceable obligation of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by applicable Bankruptcy and Equity Exceptions. The Parent or a Subsidiary of the Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees in connection with the Financing Commitments amounts that are payable required to be paid pursuant to the terms of the Debt Commitment Letter and the Debt Fee Letter on or prior to the date hereofof this Agreement. As of the date of this Agreement, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent’s Knowledge, the other parties thereto. 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. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default on the part of the Parent or Merger Sub any other party thereto under any of the Financing Commitments, and as Debt Commitment Letter. As of the date hereof of this Agreement, assuming the satisfaction of all of the conditions in Section 6.1 and Section 6.3 of this Agreement, the Parent has no reason to believe that any of the conditions to funding set forth in the Financing contemplated by the Financing Commitments Debt Commitment Letter will not be satisfied or satisfied, nor does the Parent have Knowledge, as of the date of this Agreement, that the Debt Financing will not be made available to the Parent on the Closing Date. Subject to Date in accordance with the terms of the Debt Commitment Letter. (b) Assuming the satisfaction of all of the conditions in Section 6.1 and conditions contained Section 6.3 of this Agreement, the proceeds of the Debt Financing (after giving effect to any market flex provision), if funded in this Agreement accordance with the Debt Commitment Letter, together with any available cash of the Parties and their respective Subsidiaries, shall constitute sufficient funds for the Financing Commitments, Parent and Merger Sub will have at to (i) pay the ClosingCash Consideration, together (ii) pay the Payoff Amount pursuant to Section 5.14, and (iii) pay all related fees and expenses of the Parent, Merger Sub and their respective Representatives pursuant to this Agreement (such payments, the “Required Uses”). For the avoidance of doubt, in no event shall the receipt or availability of any financing, including the Debt Financing, by the Parent or any Subsidiary of the Parent be a condition to any of the Parent’s or Merger Sub’s obligations hereunder. (c) Neither the Parent nor Merger Sub is entering into this Agreement or the transactions contemplated hereby with the available cash actual intent to hinder, delay or defraud either present or future creditors of the Parent, Merger Sub, the Surviving Corporation or any of their respective Subsidiaries. Assuming the satisfaction of the conditions set forth in Article VI, the accuracy of the representations and warranties of the Company in Article II and the estimates, projections or forecasts provided by or on behalf of the Company and its Subsidiaries to the Parent prior to the date hereof have been prepared in good faith on assumptions that were, and continue to be, reasonable at and immediately after the Closing DateEffective Time, funds sufficient to pay then immediately following the cash portion consummation of the aggregate Per Share Merger Consideration (and transactions contemplated by this Agreement, including any repayment or refinancing of debt contemplated by in this Agreement or the Financing CommitmentsDebt Commitment Letter, (i) the present fair saleable value (determined on a going concern basis) and any other amounts required to be paid in connection with the consummation fair value of the transactions contemplated herebyassets of the Parent, Merger Sub, the Surviving Corporation and their respective Subsidiaries, taken as a whole on a consolidated basis, will be greater than the total amount of their probable liabilities (including a reasonable estimate of the probable amount of all contingent liabilities), (ii) the Parent, Merger Sub, the Surviving Corporation and their respective Subsidiaries, taken as a whole on a consolidated basis, will be able to pay their respective debts and obligations in the ordinary course of business as they mature and become due, and (iii) the Parent, Merger Sub, the Surviving Corporation and their respective Subsidiaries, taken as a whole on a consolidated basis, will not have, or have access to, unreasonably small capital to pay all related fees carry on their respective businesses and expensesthe businesses in which they are about to engage. For the purposes of this Section 3.13(c), a reasonable estimate of the probable amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

Financing. Attached as Annex 5.2(e)(i) to the Parent Disclosure Letter is a Exhibit E sets forth true and complete copy fully executed copies of a debt the commitment letterletters, other than including all exhibits, schedules, annexes and amendments to such letters in effect as of the fee letter relating thereto date of this Agreement (collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which the lenders party thereto have agreed, and subject to the terms and conditions set forth thereinthereof, each of the parties thereto (other than RH) have severally agreed to lend the amounts set forth therein for (the purposes provision of financing the transactions contemplated by this Agreement (such funds as set forth therein, the “Debt Financing”). Attached as Annex 5.2(e)(ii) to for the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions purposes set forth thereinin such Debt Commitment Letters. The Debt Commitment Letters have not been amended, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended restated or otherwise modified or waived prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments Debt Commitment Letters have not been withdrawn withdrawn, modified or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or respect prior to the date hereofof this Agreement. As of the date of this Agreement, and the Financing Commitments are each Debt Commitment Letter is in full force and effect and are constitutes the validlegal, valid and binding and enforceable obligations obligation of ParentRH, Merger Sub and and, to the knowledge of ParentRH, each of the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and subject to general principles of equity (regardless of whether considered in a proceeding in equity or at Law). There are no conditions precedent or other contingencies related to the funding portion of the full amount of Debt Financing to be funded on the FinancingClosing Date, other than as expressly set forth in the Debt Commitment Letters. Subject to the terms and conditions of the Debt Commitment Letters, and assuming the accuracy in all respects of Battery’s representations and warranties with respect to Battery and its Subsidiaries, taken as a whole, in this Agreement and any of the Ancillary Agreements to which it is a party, the net proceeds contemplated from the Debt Financing, together with other financial resources of RH, including, the aggregate proceeds available from the issuance of shares of Special RH Preferred Stock, and including cash on hand and marketable securities of Parent, the Merger Subsidiaries, RH, Battery and the respective Subsidiaries of RH and Battery on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and the Merger Subsidiaries’ obligations under this Agreement, including the payment of any amounts required to be paid pursuant to Article I or contemplated by Article II, and the Financing Commitmentspayment of any debt required to be repaid in connection with the Transaction and of all fees and expenses reasonably expected to be incurred in connection herewith. No As of the date of this Agreement, (i) assuming the accuracy of the Battery’s representations and warranties contained in Section 3.5 hereof, no 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 constitute a default default), in each case, on the part of Parent or Merger Sub RH under the Debt Commitment Letters or, to the knowledge of RH, any other party to the Debt Commitment Letters, and (ii) subject to the satisfaction of the Financing Commitmentsconditions contained in Sections 7.1 and 7.2 hereof (other than Section 7.1(f)), and as of the date hereof Parent has no reason to believe RH does not have any knowledge that any of the conditions to the Debt Financing contemplated by the Financing Commitments will not be satisfied or that the Debt Financing or any other funds necessary for the satisfaction of all of Parent’s and the Merger Subsidiaries’ obligations under this Agreement and the payment of any debt required to be repaid in connection with the Transaction and of all fees and expenses reasonably expected to be incurred in connection herewith will not be made available to Parent on the Closing Date. Subject ; provided, that no representation or warranty is being made herein with respect to the terms and conditions contained condition set forth as item 14 on Exhibit E to the Debt Commitment Letter with respect to the minimum amount of Availability (as defined in this Agreement and the Financing CommitmentsDebt Commitment Letter). RH has fully paid, Parent and Merger Sub will have at the Closingon behalf of Parent, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment all commitment fees or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts fees required to be paid prior to the date of this Agreement pursuant to the Debt Commitment Letters. The Lead Arrangers are not prohibited by any contractual arrangement with any Harbinger Party or any Affiliate thereof, including RH, from providing financing to any other Person in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesan Alternative Proposal.

Financing. Attached as Annex 5.2(e)(i) Buyer has delivered to the Parent Disclosure Letter is Seller a true true, complete and complete correct copy of a debt the executed commitment letter, other than the fee letter relating thereto dated as of October 28, 2012 among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC, and KeyBank National Association (such commitment letter, including all exhibits, schedules, annexes and amendments thereto, collectively, the “Debt Financing CommitmentCommitments”), pursuant to which which, upon the lenders party thereto have agreed, terms and subject to the terms and conditions set forth therein, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC, and KeyBank National Association have agreed to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to for the Parent Disclosure Letter is a true and complete copy purpose of funding the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”)transactions contemplated by this Agreement. None of the Debt Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedand, and as of the date hereof, (a) the respective commitments contained in the Debt Financing Commitments have not been withdrawn withdrawn, modified, amended, terminated or rescinded in any respectrespect and (b) no such withdrawal, termination, rescission, amendment or modification is contemplated (other than amendments and modifications permitted under Section 6.5). Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to As of the date hereof, and there are no side letters or other agreements, Contracts or arrangements to which Buyer or any of its Affiliates is a party that could affect the availability of the Debt Financing on the Closing Date. As of the date hereof, the Debt Financing Commitments are in full force and effect and are constitute the validlegal, valid and binding and enforceable obligations of ParentBuyer and, Merger Sub and to the knowledge of ParentBuyer, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing (including any “flex” provisions), other than as expressly set forth in or contemplated by the Debt Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is Company a true true, complete and complete correct copy of a debt commitment letteran executed Commitment Letter (including all exhibits, other than annexes, schedules and term sheets and the executed fee letters attached thereto or contemplated thereby (provided, that provisions in the fee letter letters or Commitment Letter relating thereto solely to fees and economic terms agreed to by the parties may be redacted (collectivelynone 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 September 19, 2016 (such Commitment Letter as the same may be amended or replaced pursuant to, and in accordance with the terms and conditions of, Section 5.18, is referred to herein as the “Debt Financing Commitment”), among Parent and Lender, pursuant to which the lenders party thereto have which, among other things, Lender has agreed, subject to the terms and conditions set forth thereinof the Debt Financing Commitment, to lend provide or cause to be provided, the amounts set forth therein for financing commitments specified in Section 4.27 of the purposes Parent Disclosure Letter, the proceeds of which (including proceeds of any notes offering contemplated thereby) are to be used to fund the Cash Consideration, refinance outstanding indebtedness of the Company and pay transaction fees and expenses. The financing commitments contemplated under the transactions contemplated by this Agreement (Debt Financing Commitment, as amended or replaced in compliance with Section 5.18, are referred to herein, individually and collectively, as the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitments 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, and the Financing Commitments are in full force and effect effect. The Debt Financing Commitment is a legal, valid and are the validbinding obligation of Parent and, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There are no conditions precedent The Debt Financing Commitment (or other contingencies related to the funding any Debt Financing contemplated thereunder) has not been or will not be amended or modified, except as consistent with Section 5.18, and, as of the full amount date hereof, the Debt Financing Commitment has not been withdrawn or rescinded in any respect. As of the Financingdate hereof, other than as set forth in or contemplated by the Financing Commitments. No (i) 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 the Debt Financing Commitment, and (ii) subject to the accuracy of the Financing Commitments, representations and as warranties of the date hereof Company set forth in Article III hereof, 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 6.1 and Section 6.2 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of the conditions closing to the Financing contemplated be satisfied by the Debt Financing Commitments will not be satisfied Commitment on or that the Financing will not be made available prior to Parent on the Closing Date. Subject As of the date hereof, there are no conditions precedent related to the terms funding of the full amount of the Debt Financing other than as expressly set forth in Section 5 and Annex III of the Debt Financing Commitment. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters, which do not contain provisions that impose any additional conditions contained to the funding of the Debt Financing not otherwise set forth in this Agreement and the Debt Financing Commitments, Parent and Merger Sub will have at Commitment) related to the Closingfunding 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 and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration Date (if any) and any repayment or refinancing of debt Alternative Financing (if any), will be sufficient for the Parent Entities to consummate the Mergers upon the terms 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, and to pay all related fees and expensesAgreement.

Financing. Attached Parent has delivered to the Company true, correct and complete copies, as Annex 5.2(e)(iof the date of this Agreement, of (i) the executed securities purchase agreement from private investment funds affiliated with GTCR LLC as well as existing indirect owners of Parent (the “Equity Purchase Agreement”) to invest, subject to the Parent Disclosure terms and conditions therein, cash in the aggregate amounts set forth therein (the “Equity Financing”), (ii) an executed commitment letter and a Redacted Fee Letter is a true from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and complete copy of a debt commitment letter, other than the fee letter relating thereto Barclays Bank PLC (collectively, the “Debt Commitment Letter” and, together with the Equity Purchase Agreement, collectively referred to as the “Financing CommitmentLetters”), pursuant to which the lenders party thereto (collectively, the “Lenders”) have agreedcommitted, subject to the terms and conditions set forth therein, to lend debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees (being collectively referred to as the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, collectively referred to as the “Financing”). None of the Financing Commitments Letters has been amended or modified prior to the date of this Agreement and as of the date of this Agreement, no such amendment or modification is contemplatedcontemplated (other than amendments or modifications that are permitted by Section 4.10), and as of the date of this Agreement, the respective obligations and commitments contained in the Financing Commitments Letters have not been withdrawn or rescinded in any respect. Except for fee letters and engagement letters with respect to the Financing, as of the date hereof, there are no side letters or agreements (whether written or oral) to which Parent, Merger Sub or any of their Affiliates is a party related to the funding or investing, as applicable, of the Financing that could affect the availability of the Financing, or which include conditions precedent to the obligations of the parties thereunder, other than as expressly set forth in the Financing Letters delivered to the Company prior to the date hereof. Parent has fully paid or caused to be fully paid any and all commitment fees or other fees in connection with the Financing Commitments Letters that are payable on or prior to the date hereof, and as of the date hereof, the Financing Commitments Letters are in full force and effect and are the legal, valid, binding and enforceable obligations of ParentCII, Parent and Merger Sub and Sub, as the case may be, and, to the knowledge Knowledge of ParentParent or Merger Sub, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing CommitmentsLetters. No As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of CII, Parent or Merger Sub or, to the Knowledge of Parent or Merger Sub, any other party thereto under any of the Financing Commitments, and as Letters. As of the date hereof hereof, Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments Letters applicable to it or CII will not be satisfied or that satisfied. Assuming the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained is funded in this Agreement and accordance with the Financing CommitmentsLetters, Parent and Merger Sub will have at Sub, in the Closing, aggregate and together with the available cash and cash equivalents of the Company Company, will have at and its Subsidiaries on after the Closing Date, funds sufficient to (i) pay the cash portion of aggregate Merger Consideration, the aggregate Per Share Merger Option Consideration and the aggregate Company RSU Consideration, (and any ii) finance the repayment or refinancing of debt contemplated by this Agreement or the either Financing CommitmentsLetter, (iii) pay any and any other amounts all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the consummation Merger and the Financing, and (iv) satisfy all of the transactions other payment obligations of Parent, Merger Sub and the Surviving Corporation contemplated hereby, and to pay all related fees and expenseshereunder.

Financing. Attached as Annex 5.2(e)(i(a) Parent shall use its reasonable best efforts to obtain the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to on the terms and conditions set forth thereindescribed in the Financing Commitments, including using its reasonable best efforts (i) to lend negotiate definitive agreements with respect thereto on the amounts set forth therein terms and conditions contained in the Financing Commitments, (ii) to satisfy all conditions applicable to Parent, or Merger Sub in such definitive agreements, (iii) to comply with its obligations under the Financing Commitments, (iv) to obtain alternative financing commitments on terms no less favorable to Parent, Merger Sub or the Company than the current Financing Commitments if the current Financing Commitments become unavailable, and (v) to not agree to any amendment or modification to be made to, or any waiver of any material provision or remedy under the Financing Commitments, if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing or amends the conditions precedent to the Financing in a manner that would reasonably be expected to delay or prevent the consummation of the Merger or make the funding of the Financing less likely to occur. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Company copies of all documents related to the Financing Commitments and the Financing (other than any ancillary documents subject to confidentiality agreements, including fee letters and engagement letters). In the event that (i) all conditions in Sections 6.1 and 6.3 have been satisfied (or, with respect to certificates to be delivered at the Closing, are capable of being satisfied upon the Closing) at the time when the Closing would have occurred but for the purposes failure of the Financing Commitments to be funded, (ii) the financing provided for by the Debt Commitments has been funded or Parent has received written notification that it will be funded at the Closing if the Buyer Group Commitments are funded at the Closing, and (iii) the Company has irrevocably confirmed that if the Financing is funded such that the Closing pursuant to Section 1.2 could occur, the Company is willing to waive all conditions in Section 6.2, then Parent shall enforce its rights under the Financing Commitments to cause the Financing Commitments to be funded at the Closing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters, (A) Parent and Merger Sub shall promptly notify the Company and (B) Parent and Merger Sub shall use their reasonable best efforts to seek to arrange and obtain alternative financing from alternative sources on terms no less favorable to Parent, Merger Sub or the Company than the current Financing Commitments in an amount sufficient to consummate the merger which would not reasonably be expected to prevent, materially impede or delay the consummation of the transactions contemplated by this Agreement Agreement. Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments or of any condition not likely to be satisfied, in each case, of which Parent or Merger Sub becomes aware or any termination of the Financing Commitments. Parent and Merger Sub acknowledge and agree that the obtaining of the Financing, or any alternative Financing, is not a condition to Closing. In connection with its obligations under this Section 5.9, Parent shall not be restricted from amending, modifying or replacing the Debt Commitment Letters with new Financing Commitments, including through co-investment by or financing from one or more other additional parties (the “Debt FinancingNew Financing Commitments”). Attached as Annex 5.2(e)(ii) if the same does not reduce the aggregate amount of Parent’s financing or amend the conditions to drawdown in a manner adverse to the Parent Disclosure Letter is a true and complete copy Company’s interests hereunder or otherwise delay or prohibit consummation of the equity commitment letterMerger or other transactions contemplated hereby. (b) The Company shall provide, dated as and shall cause its Subsidiaries and each of its and their respective Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent and that is customary in connection with the arrangement of the date hereofFinancing, from GS Capital Partners V Fundand the other transactions contemplated by this Agreement, L.P. provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company, including (i) providing information as promptly as practicable relating to the “Equity Financing Commitment” Company and together its Subsidiaries to the parties providing the Financing, (ii) participating in a reasonable number of meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) providing assistance in the preparation of (A) one or more offering documents or confidential information memoranda for any of the Debt Financing Commitment(including the execution and delivery of one or more customary representation letters in connection therewith) and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing and syndicating efforts for any of the Debt Financing, including providing (A) assistance in the preparation for, and participating in, meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies and (B) for the use of the Company’s logo in connection with such marketing and syndicating efforts (provided that such logo is used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks), (v) executing and delivering (or obtaining from advisors), and causing its Subsidiaries to execute and deliver (or obtain from advisors), customary certificates (including solvency certificates), comfort letters, legal opinions or other documents and instruments relating to guarantees, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject pledge of collateral and other matters ancillary to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together Financing as may be reasonably requested by Parent in connection with the Financing and otherwise facilitating the pledge of collateral and providing of guarantees contemplated by the Debt Financing CommitmentCommitment Letter; provided, the “Financing”). None however, that no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument (other than the representation letters referred to above) shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedEffective Time, and (vi) providing Parent with (A) customary pay-off letters with respect to the current credit facilities of the Company and its Subsidiaries and (B) recordable form lien releases, canceled notes and other documents reasonably requested by Parent prior to the Closing indicating that all Liens resulting from such credit facilities shall be satisfied, terminated and discharged on or prior to the Closing Date. The Company shall request, and Parent shall promptly, upon such request, reimburse Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with the foregoing cooperation and shall indemnify and hold harmless the Company, its Subsidiaries, and their respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid Representatives from and against any and all commitment fees liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or other fees incurred by them in connection with such cooperation or the Financing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent or Merger Sub or their Representatives pursuant to this Section 5.9 shall be kept confidential by them in accordance with the Confidentiality Agreements except for disclosure to potential financing sources as required in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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, other than as set forth in or contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required then subject to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensescustomary confidentiality protections).

Financing. Attached as Annex 5.2(e)(i(a) Parent and Purchaser will have sufficient funds to enable Purchaser to acquire all the outstanding Shares in the Offer at the Purchase Date and to consummate the Merger at the Effective Time. (b) Parent has provided to the Parent Disclosure Letter is a true Company true, complete and complete copy correct copies of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(iii) to the Parent Disclosure Letter is a true and complete copy of the equity fully executed commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth thereinof this Agreement, to invest the provide equity financing in an aggregate amount set forth therein (the “Equity Commitment Letter”) and (ii) fully executed commitment letter(s), dated as of the date of this Agreement (the “Debt Commitment Letter”) pursuant to which Credit Suisse (the “Lenders”) have committed, subject to the terms thereof, to provide debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Debt Financing Commitment, financing referred to in clause (i) being collectively referred to as the “Financing”). None As of the Financing Commitments has been amended or modified prior to the date of this Agreement, neither the Equity Commitment Letter or Debt Commitment Letter has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments such letters have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments Equity Commitment Letter and the Debt Commitment Letter that are payable on or prior to the date hereof, and the Financing Commitments Equity Commitment Letter and the Debt Commitment Letter are in full force and effect and are the valid, binding and enforceable obligations obligation of ParentParent and, Merger Sub and to the knowledge of Parent, of the other parties thereto. 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 expressly contemplated by the Financing CommitmentsEquity Commitment Letter or the Debt Commitment Letter, respectively. 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 Purchaser under any term or condition of the Financing CommitmentsEquity Commitment Letter and the Debt Commitment Letter and, and as of the date hereof of this Agreement, Parent has no does not have any reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on Purchaser at the Closing Date. Subject dates that Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the terms Offer and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the ClosingEffective Time, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesas applicable.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is Company a true true, complete, accurate and complete fully executed copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with among the Debt Financing CommitmentSources party thereto and Merger Sub and the related fee letter, redacted in a customary manner solely with respect to the “Financing Commitments”fees, pricing caps, and certain economic terms (including customary market flex terms), which redacted information does not adversely affect the amount, availability, or conditionality of the funding of the Debt Financing, in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date hereof, pursuant to which the parties thereto have committed, and subject to the terms and conditions thereof, the Debt Financing Sources have committed to lend the amounts set forth therein to Merger Sub (the provision of such funds as set forth therein, to invest the amount “Debt Financing”) for the purposes set forth therein (the “Equity Financing” and together with the Debt Financing Commitmentsuch debt commitment letter, the “FinancingDebt Commitment Letter”). None 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 commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement and, to the knowledge of Parent, no such withdrawal, rescission, amendment, restatement, modification or waiver is contemplated (other than any such amendment, modification, or restatement to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Debt Commitment Letter as of the Financing Commitments has been amended or modified prior to date hereof). As of the date of this Agreement, no such amendment or modification the Debt Commitment Letter is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are constitutes the validlegal, valid and binding and enforceable obligations obligation of Parent, Merger Sub and and, to the knowledge of Parent, each of the other parties thereto, subject, in each case, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full Debt Financing pursuant to the Debt Commitment Letter except as expressly set forth therein. At the Closing, after taking into account the Debt Financing, cash on hand, available lines of credit and other sources of immediately available funds available to Parent, Parent and Merger Sub will have funds in an amount sufficient to pay all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Financingaggregate Offer Price and Merger Consideration, other than as set forth the payment of any amounts outstanding under the Company’s Existing Credit Agreement, all cash amounts to be paid with respect to the outstanding Company Equity Awards pursuant to Section 3.08 and all fees and expenses expected to be incurred in or contemplated by connection therewith (such amount, the Financing Commitments“Required Amount”). No As of the date of this Agreement, to the knowledge of Parent, no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would (A) constitute a material breach or default of any provision of the Debt Commitment Letter by Parent or any other party thereto or otherwise cause any portion of the Debt Financing to be unavailable or (B) otherwise result in the Debt Financing not being available on a timely basis at or prior to the part time that the Closing is required to occur pursuant to the terms of this Agreement in order to consummate the transactions contemplated by this Agreement. As of the date hereof, no Debt Financing Source has notified Parent or Merger Sub of its intention to terminate the Debt Commitment Letter or not provide the Debt Financing. As of the date of this Agreement there are no side letters or other agreements, Contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Parent and Merger Sub have paid in full any and all commitment fees and other fees required to be paid on or prior to the date hereof under the terms of the Debt Commitment Letter. As of the date of this Agreement, each of Parent Table of Contents and Merger Sub (A) is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Parent or Merger Sub under in the Debt Commitment Letter inaccurate in any of the Financing Commitments, material respect and as of the date hereof Parent (B) has no reason to believe that any of the conditions precedent to the funding of the Debt Financing contemplated by the Financing Commitments will not be satisfied on a timely basis or that the Debt Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses.

Financing. Attached as Annex 5.2(e)(i(a) to Parent understands and acknowledges that the obligations of the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than Merger Sub to consummate the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, Transactions are not in any way contingent upon or otherwise subject to the terms and conditions set forth thereinParent’s consummation of any financing arrangement, to lend the amounts set forth therein for Parent’s obtaining of any financing or the purposes availability, grant, provision or extension of any financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent. (b) Parent Disclosure Letter is a true has delivered to the Company true, complete and complete copy correct copies of (i) (1) the equity fully executed commitment letter, dated as of the date hereofhereof (including all exhibits, from GS Capital Partners V Fundannexes, L.P. (the “Equity Financing Commitment” schedules and together with the Debt Financing Commitmentterm sheets attached thereto, the “Financing CommitmentsOpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the parties Parent Financing Sources party thereto have committedagreed, on the terms and subject to the terms and conditions set forth therein, to invest provide Parent with debt financing in the amount amounts set forth therein therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing (the “Equity OpCo Debt Financing”), (2) the fully executed warehouse facility commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing CommitmentCommitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide Parent with debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”). None , and (3) the fully executed fee letters relating to each of the Debt Commitment Letters; provided that the fee amounts, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount of the Debt Financing Commitments has been amended or modified prior (y) impose any additional conditions or other contingencies (or otherwise amend, modify or expand any conditions or other contingencies in a manner adverse to Parent) or adversely affect the availability or timing of the funding of the Debt Financing) may be redacted in a customary manner; and (ii) the Equity Commitment Letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect to the date provisions specified therein. (c) As of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and each of the Financing Commitments are Commitment Letters is in full force and effect and are the is a legal, valid, binding and enforceable obligations obligation of Parent, Merger Sub and Parent (to the knowledge extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. There are no conditions precedent Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other contingencies related to the funding similar entities who had not executed a Debt Commitment Letter as of the full date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the FinancingDebt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, other than as set forth in each case, the amount of the Equity Financing has been increased by a corresponding amount, or contemplated by the Financing CommitmentsCompany has given its prior written consent thereto)). No As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent or, to the Knowledge of the Parent, any other party thereto under any Financing Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or Merger Sub under other occurrence that makes any of the representations and warranties of Parent in any Financing CommitmentsCommitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, and as of the date hereof hereof, Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Subject Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee letters, engagement letters relating to the Debt Financing and non-disclosure agreements, none of which impact the conditionality, timing or amount of the Financing) which could adversely impact the timing or availability of the Financing, including without limitation, by providing for additional or different conditions to the timing or availability of the Financing not otherwise contained in the Financing Commitment Letters. There is no condition to the Financing the satisfaction of which would prevent the satisfaction of the conditions set forth in Sections 6.1, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions contained (including after giving effect to any pricing flex that results in this Agreement and OID, if exercised), the Financing Commitments, Parent and Merger Sub will have at aggregate proceeds of the ClosingFinancing, together with the available other unrestricted cash and cash equivalents on hand of the Company and its Subsidiaries Parent on the Closing Date, funds are, and will be, in an amount sufficient to pay (i) consummate the cash portion of Closing upon the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt terms contemplated by this Agreement or the Financing CommitmentsAgreement, (ii) and any pay all other amounts required payable by Parent or its Affiliates pursuant to be paid in connection with the consummation of the transactions contemplated herebyother Ancillary Agreements to which any such Person is a party, and to (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid on or before the date hereof pursuant to the terms of the Financing Commitment Letters.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is Company a true true, complete and complete correct copy of a debt two executed commitment letterletters, other than the fee letter relating thereto each dated as of November 21, 2011, among Parent and Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Barclays Bank PLC (collectivelytogether, the “Debt Lead Commitment Parties” and, together with any person who executes a joinder to such commitment letters or who otherwise commits to provide any portion of the Financing Commitment(as defined below), “Commitment Parties” and, together with their respective shareholders, partners, members, affiliates, directors, officers, employees and agents, the “Financing Sources”), which are attached hereto as Annex D (the “Financing Commitments”), pursuant to which the lenders party thereto severally have agreedcommitted, on the terms and subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement Transactions (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the The Financing Commitments has have not been amended or modified prior to the date hereof, and, as of this Agreementthe date hereof, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Except for a fee letter and an agency fee letter relating to fees and related arrangements with respect to the Financing (true, complete and correct copies of which has been provided to the Company, with only fee amounts and certain economic terms of the market flex redacted), as of the date hereof there are no side letters or other Contracts or arrangements altering the terms or conditions of the funding of the Financing other than as expressly set forth in the Financing Commitments delivered to the Company prior to the date hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are due and payable on or prior to the date hereof, and and, as of the date hereof, the Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of ParentParent and Merger Sub, Merger Sub as the case may be, in each case subject to the Bankruptcy and Equity Exception and any legal limitations on the enforceability of provisions requiring indemnification against liabilities under securities laws in connection with any offering, sale or issuance of securities, and, to the knowledge of the executive officers of Parent, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Commitments. No Assuming the accuracy of the representations and warranties set forth in Section 4.1 in all material respects (except to the extent already qualified as to Company Material Adverse Effect), as of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, has constituted or would reasonably be expected to constitute a default on the part of Parent or Merger Sub breach under any of the Financing CommitmentsCommitments by Parent or Merger Sub or, and as to the knowledge of the date hereof Parent has no reason to believe that executive officers of Parent, any other party thereto. Assuming the accuracy of the conditions representations and warranties set forth in Section 4.1 in all material respects (except to the Financing contemplated extent already qualified as to Company Material Adverse Effect) and assuming compliance by the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained Company with its obligations herein in this Agreement and the Financing Commitmentsall material respects, Parent and Merger Sub will have available to them at and immediately prior to the ClosingAcceptance Time cash in an aggregate amount sufficient to pay the aggregate Offer Price, together with assuming all issued and outstanding Shares are tendered in the Offer and not withdrawn. Parent and Merger Sub will have available at and immediately prior to the Effective Time cash of in an aggregate amount sufficient to pay the Company Per Share Merger Consideration. Parent and its Subsidiaries on Merger Sub will have at and after the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (any and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) all fees and any other amounts expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the consummation of Transactions and the transactions contemplated hereby, and to pay all related fees and expensesFinancing.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is Company a true and complete copy (including all exhibits, schedules, annexes and amendments thereto and the related fee letters (redacted for provisions related to fees, pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be disclosed to the Company), any other economic terms and other confidential terms but not, for the avoidance of a doubt, as to any matters related to conditionality) of the executed debt commitment letterletters, dated as of the date of this Agreement, by and among certain of the Financing Sources and Parent providing for debt financing as described by such commitment letters (such commitment letters, including all such exhibits, schedules, annexes and amendments thereto and each related fee letter (redacted for provisions related to fees, pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be disclosed to the fee letter relating thereto (Company), any other economic term and other confidential items but not, for the avoidance of doubt, as to any matters related to conditionality), collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which which, upon the lenders party thereto have agreed, terms and subject to the terms and conditions set forth or referred to therein, certain Financing Sources have agreed to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”), for the purpose of, inter alia, funding the Merger Consideration and the fees and expenses related thereto and pay for any refinancing of any outstanding indebtedness of the Company contemplated by this Agreement or the Commitment Letters. Assuming satisfaction of the conditions set forth in Section 6.1 and Section 6.3 and performance by the Company of its obligations under this Agreement, the proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters and other cash available to Parent and its affiliates in the aggregate will be sufficient for Parent to pay the Merger Consideration and all related fees and expenses at the Closing. (b) As of the date of this Agreement, each Commitment Letter is in full force and effect and is a valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity, including that equitable remedies are discretionary and may not be ordered), and is not subject to any conditions precedent related to the funding of the net proceeds of the Financing that are not set forth or otherwise contemplated in the copies of the Commitment Letters provided to the Company (it being understood that the related fee letters may be redacted by Parent by removing fees, pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be disclosed to the Company), any other economic terms and other confidential terms, but not, for the avoidance of doubt, as to any matters related to conditionality). (c) None of the Financing Commitments Commitment Letters has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, Agreement and the respective commitments contained in the Financing Commitments therein have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofbeen, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There are no conditions precedent terminated, reduced, withdrawn or other contingencies related rescinded prior to the funding date of this Agreement. (d) As of the full amount date of this Agreement, none of the Financing Sources has notified Parent of its intention to terminate any Commitment Letter or not to provide the Financing. (e) As of the date of this Agreement, other than as set forth Parent is not in default or contemplated by breach under the Financing Commitments. No terms and conditions of any Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on or breach by Parent under the part terms and conditions of Parent or Merger Sub under any of the Financing Commitments, and as Commitment Letter. As of the date hereof of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy any of the conditions to the Financing contemplated by the Financing Commitments will not to be satisfied or that the Financing will not be made available pursuant to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries each Commitment Letter on the Closing Date, funds sufficient to pay provided that Parent is not making any representation or warranty regarding the cash portion effect of the aggregate Per Share Merger Consideration inaccuracy of the representations or warranties set forth in ARTICLE III or non-compliance by the Company and its Affiliates with their respective obligations hereunder on any such condition to the Financing. (and any repayment f) As of the date of this Agreement, there are no side letters, understandings or refinancing of debt contemplated by this Agreement or other agreements relating to the Financing Commitmentsto which Parent or any of its Affiliates is a party that imposes conditions to the funding of the Financing, other than those set forth in the Commitment Letters. (g) Parent or an Affiliate thereof on its behalf has fully paid any and any all commitment or other amounts fees required by the Commitment Letters to be paid in connection with prior to the consummation date of the transactions contemplated hereby, and to pay all related fees and expensesthis Agreement.

Financing. Attached as Annex 5.2(e)(i(a) to Section 6.26 of the Parent Moon Disclosure Letter is a true sets forth true, correct and complete copy copies of a an executed debt commitment letter, other than letter (including the fee letter relating thereto (collectivelyexhibits thereto, the “Debt Financing CommitmentCommitment Letter”) and related (redacted to remove solely provisions related to fees and other economic terms, none of which could adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Financings) fee letter (the “Financing Fee Letter”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, in each case dated as of the date hereofhereof and including all exhibits, from GS Capital Partners V Fundschedules, L.P. annexes and amendments to such letters in effect as of the date hereof (the “Equity Financing Commitment” and together with the Debt Financing Commitmentcollectively, the “Financing Commitments”), ) pursuant to which the parties thereto have committedwhich, and subject only to the terms and conditions set forth thereinof which, each of the lenders identified therein (as such parties may be supplemented or amended, the “Lenders”) have severally committed to invest provide Moon with loans in the amount respective amounts described therein for the purposes set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “FinancingFinancings”). None . (b) As of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are constitute the validlegal, valid and binding and enforceable obligations obligation of Parenteach of Moon and, Merger Sub and to the knowledge of ParentMoon, the other parties theretoLenders, subject in each case to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at law). As of the date hereof, the Financing Commitments have not been amended, restated or otherwise modified or waived, and the respective obligations and commitments contained in the Financing Commitments have not been withdrawn, rescinded, repudiated, amended, restated, terminated or otherwise modified in any respect prior to the execution and delivery of this Agreement. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingFinancings pursuant to the Financing Commitments, other than as set forth in the Financing Commitment Letter and there are no side letters or contemplated by other agreements, Contracts or arrangements relating to the funding of the full amount of the Financings other than the Financing Commitments. No As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a breach or default on the part of Parent or Merger Sub Moon under the Financing Commitments or, to the knowledge of Moon, on the party of any of other party to the Financing Commitments, and as . As of the date hereof Parent hereof, Moon has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments Financings will not be satisfied on a timely basis, or that the Financing Financings will not be made available to Parent Moon on the Closing Date. Subject to Date in accordance with the terms and conditions contained of the Financing Commitments. As of the date hereof, no Lender has notified Moon of its intention to terminate its obligations under the Financing Commitments or to not provide the Financings. (c) Assuming that the Financings are funded in this Agreement and accordance with the terms of the Financing Commitments, Parent and Merger Sub the net proceeds from the Financings, taken together with cash on hand, will have provide Moon with funds at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds Date sufficient to refinance the Existing Debt and to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt all amounts contemplated by this Agreement or the Financing Commitments) to be paid by it, including to pay all fees and any other amounts expenses required to be paid in connection with the consummation of the transactions contemplated hereby, hereby and under the Financing Commitments and to pay satisfy all related of the other payment obligations of Moon contemplated hereunder and thereunder. Moon has paid in full all commitment and other fees and expensesexpenses required by the Financing Commitments to be paid on or prior to the date hereof.

Financing. Attached as Annex 5.2(e)(i(a) Parent will have available to it upon the consummation of the Offer and the Effective Time sufficient funds to make the payments required pursuant to this Agreement with respect to, the Offer and the Merger, respectively. (b) Parent has delivered to the Parent Disclosure Letter is a Company true and complete copy copies of a the fully executed debt commitment letterletters from the Financing Sources identified therein, other than dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto (and together with any fee letter relating thereto (each, a “Fee Letter”) associated therewith which Fee Letter has been redacted in a customary manner solely with respect to terms that are confidential and do not adversely affect the enforceability, availability or conditionality of or the aggregate amount of net proceeds available under the Financing) as of the date of this Agreement, collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which the lenders party thereto have agreedwhich, and subject to the terms and conditions set forth thereinthereof, such Financing Sources have committed to lend the amounts set forth therein to Parent for the purposes purpose of financing funding the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy All of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments Commitment Letters are in full force and effect and are the validlegal, valid and binding and enforceable obligations of ParentParent and, Merger Sub and to the knowledge of Parent, the other parties thereto, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization and similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are As of the date of this Agreement, (i) no conditions precedent Debt Commitment Letter has been withdrawn, terminated, repudiated, rescinded, amended, supplemented or other contingencies related modified, in any respect, and (ii) to the funding knowledge of Parent, no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification is contemplated (other than any such amendment, modification or supplement to add Financing Sources, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Debt Commitment Letters as of the full amount date hereof). As of the Financingdate of this Agreement, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would constitute or result in a breach or default on the part of Parent or Merger Sub or, to the knowledge of Parent, any other Person under any of the Financing Commitments, and as Debt Commitment Letters. As of the date hereof of this Agreement, Parent has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Fee Letters) that it will be unable to satisfy, on a timely basis, any term or condition to be satisfied by it contained in the Debt Commitment Letters or that the full amounts committed pursuant to the Debt Commitment Letters will not be available as of the Closing if the terms or conditions to be satisfied by it contained in the Debt Commitment Letters are satisfied (taking into account the expected timing of the Marketing Period). As of the date hereof, there are no side letters or other agreements, contracts, arrangements or understandings to which Parent is a party related to the funding of the Financing other than as expressly set forth in the Debt Commitment Letter. The Financing is subject to no conditions to the Financing contemplated by obligations of the parties under the Debt Commitment Letters to make the full amount of the Financing Commitments will not be satisfied or that the Financing will not be made available to Parent on or Merger Sub at the Closing Dateother than those set forth in the Debt Commitment Letter. Subject to As of the terms and conditions contained in date of this Agreement and the Financing CommitmentsAgreement, Parent has fully paid any and Merger Sub will have at all commitment fees or other fees or deposits required by the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required Debt Commitment Letters to be paid in connection with on or before the date of this Agreement. The aggregate proceeds from the Financing constitute all of the financing required for the consummation of the transactions contemplated hereby, by this Agreement and are sufficient in amount to provide Parent with the funds necessary for it to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including for Parent to pay the aggregate amounts payable pursuant to Article II and the payment of all fees, costs and expenses to be paid by Parent related fees to the transactions contemplated by this Agreement, including such fees, costs and expensesexpenses relating to the Financing.

Financing. Attached as Annex 5.2(e)(i(a) Amneal has delivered to the Parent Disclosure Letter is Impax a true true, correct and complete copy of a debt (i) an executed commitment letter, other than the fee letter relating thereto (collectivelyincluding all exhibits and schedules thereto, the “Debt Financing CommitmentCommitment Letter”), ) pursuant to which the lenders Debt Financing Sources party thereto have agreed, agreed (on the terms and subject to the terms and conditions set forth thereinthereof), to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt FinancingFinancing Commitments”) and (ii) the fee letter(s) referenced in the Debt Commitment Letter (the “Fee Letter”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy As of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, there are no such amendment agreements, side letters or modification is contemplated, arrangements (other than the Debt Commitment Letter and the respective commitments contained Fee Letter) to which Amneal is a party relating to any of the Debt Financing Commitments. (b) Except as expressly set forth in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any Debt Commitment Letter and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to Fee Letter, as of the date hereofof this Agreement, assuming the satisfaction of the conditions set forth in Section 7.01 and the Financing Commitments are in full force and effect and are the validSection 7.02, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as . Assuming the satisfaction of the conditions set forth in or Section 7.01 and Section 7.02 and the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, the aggregate proceeds contemplated by the Financing CommitmentsDebt Commitment Letter, together with other financial resources of Amneal will be sufficient for (i) the repayment in full of all amounts outstanding under the Existing Credit Facilities of Impax and its Subsidiaries pursuant to their terms, (ii) to the extent necessary, for the repurchase of the Impax Convertible Notes at par plus accrued but unpaid interest thereon and (iii) the satisfaction of Amneal’s obligations to pay any fees and expenses of or payable by Amneal in connection with this Agreement, the Transactions and the Ancillary Transactions (the “Required Amount”). No As of the date of this Agreement, the Debt Commitment Letter and the Fee Letter are in full force and effect, and constitute the valid and binding obligation of Amneal and, to the Knowledge of Amneal, each of the other parties thereto (subject in each case to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). As of the date of this Agreement, Amneal is not in breach of any of the terms or conditions set forth in the Debt Commitment Letter or the Fee Letter. As of the date of this Agreement, assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 and the accuracy of the representations and warranties of Impax set forth in this Agreement in all material respects, (i) no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Parent Amneal under the terms of the Debt Commitment Letter or Merger Sub under (ii) would reasonably be expected to result in any of the Financing Commitmentsconditions within its control in the Debt Commitment Letter not being satisfied in a timely manner. Amneal has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter or Fee Letter on or before the date of this Agreement. The Debt Commitment Letter has not been modified or amended as of the date of this Agreement, and as of the date hereof Parent has no reason to believe that any of this Agreement none of the conditions respective commitments under the Debt Commitment Letter have been reduced, withdrawn or rescinded by Amneal or, to Amneal’s Knowledge, the Debt Financing Sources party thereto. Notwithstanding anything to the Financing contemplated by contrary set forth in this Section 4.25(b), to the Financing Commitments will not be satisfied or extent that the Financing will not be made available to Parent on the Closing Date. Subject to the terms representations and conditions warranties contained in this Agreement Section 4.25(b), are not true or correct in any respect, but all other conditions set forth in Section 7.01 and Section 7.02(a) are then satisfied and Amneal is otherwise is ready, willing and able to consummate the Financing CommitmentsTransactions, Parent then the representations and Merger Sub will have at warranties set forth in this Section 4.25(b) shall be deemed to be true and correct in all respects in order to deem the Closingcondition set forth in Section 7.02(a) satisfied, together with the available cash of the Company and its Subsidiaries on so long as the Closing Date, funds sufficient to pay the cash portion occurs. (c) The obligations of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by Amneal under this Agreement are not subject to any conditions regarding Amneal’s, its Affiliates’ or the Financing Commitments) and any other amounts required person’s ability to be paid in connection with obtain financing for the consummation of the transactions Transactions contemplated hereby, and to pay all related fees and expenses.

Financing. Attached as Annex 5.2(e)(i(a) Parent has delivered to the Parent Disclosure Letter is Company (i) a true correct and complete fully executed copy of a debt the commitment letter, other than dated as of August 5, 2019, among Parent, Intermediate Holdco and Apollo Capital Management, L.P., including all exhibits, schedules and annexes to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter relating thereto referenced therein (collectivelytogether, the “Debt Financing CommitmentCommitment Letter”) (it being understood that such fee letter has been redacted to remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing). Pursuant to, pursuant to which the lenders party thereto have agreed, and subject to the terms and conditions set forth thereinof, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached provision of such funds as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”)) for the purposes set forth in such Commitment Letter. None of the Financing Commitments The Commitment Letter has not been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments Commitment Letter have not been withdrawn withdrawn, rescinded, amended, restated or rescinded otherwise modified in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or respect prior to the date hereofexecution and delivery of this Agreement. (b) As of the execution and delivery of this Agreement, and the Financing Commitments are Commitment Letter is in full force and effect and are constitutes the validlegal, valid and binding and enforceable obligations of Parenteach of Parent and Intermediate Holdco, Merger Sub and as applicable, and, to the knowledge Knowledge of Parent, the other parties thereto. , enforceable in accordance with their terms against Parent and Intermediate Holdco, as applicable, and, to the Knowledge of Parent, each of the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (c) There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Financing Commitments. No Company with its covenants contained in Article V and Section 7.11(c), in each case, in all material respects, the net proceeds of the Financing, together with cash on hand of Parent, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article I, any Indebtedness of the Company (including the Company Credit Agreement) required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and any premiums and fees incurred in connection therewith, and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby. (d) As of the execution and delivery of this Agreement, (i) no event has occurred which, which would or would reasonably be expected to (A) constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would constitute a default breach or default) on the part of Parent, Intermediate Holdco or, to the Knowledge of Parent, any other applicable party to the Commitment Letter or (B) result in a failure to satisfy any condition precedent under the Commitment Letter and (ii) Parent or Merger Sub under does not have any of the Financing Commitments, and as of the date hereof Parent has no reason to believe that any of the conditions to the Financing contemplated by funding of the Financing Commitments will not be satisfied or that full amount of the Financing will not be made satisfied at or prior to the Closing Date or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and the Parent Subsidiaries’ obligations under this Agreement will not be available to Parent on the Closing Date. Subject at or prior to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay in each of clauses (i) and (ii), assuming the cash portion accuracy of the aggregate Per Share Merger Consideration (Company’s representations and any repayment warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Section 7.11(c), in each case, in all material respects. Parent has fully paid or refinancing of debt contemplated by this Agreement caused to be fully paid all commitment fees or other fees to the Financing Commitments) and any other amounts extent required to be paid on or prior to the date of this Agreement in connection with the consummation Financing. As of the transactions contemplated herebydate of this Agreement, and there are no side letters, arrangements or other Contracts (in each case, other than the Commitment Letter) related to pay all related fees and expensesthe funding of the Financing (other than those that have been disclosed to the Company prior to the date hereof). (e) In no event shall the receipt or availability of any funds or financing (including, without limitation, the Financing) be a condition to any of Parent’s, Intermediate Holdco’s or Merger Sub’s obligations hereunder.

Financing. Attached as Annex 5.2(e)(i) As of the Amendment Date, Parent has delivered to the Parent Disclosure Letter is a true Company true, complete and complete copy correct copies of a debt the fully executed commitment letter (such letter, other than as amended, modified or waived from time to time to the fee letter relating thereto (collectivelyextent permitted herein, or any financing commitment in respect of an Alternative Financing as contemplated by the last sentence of Section 5.18(b), the “Debt Financing CommitmentCommitment Letter”), pursuant to which the lenders party thereto have agreed, subject to the terms ) and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement fee letter (the “Debt FinancingFee Letter”). Attached as Annex 5.2(e)(ii) to executed in connection with the Parent Disclosure Letter is debt financing of a true and complete copy portion of the equity commitment letter, dated as cash component of the date hereof, from GS Capital Partners V Fund, L.P. Merger Consideration (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”) (with certain fee amounts and certain economic terms of the “market flex” provisions redacted). None As of the Financing Commitments has been amended or modified prior to Amendment Date, the date of this Agreement, no such amendment or modification Commitment Letter is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are constitutes the legal, valid, binding and enforceable obligations of ParentParent and, Merger Sub and to the knowledge of Parent, the other parties theretothereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the Amendment Date, the Commitment Letter has not been amended or modified in any respect and the respective commitments therein have not been withdrawn or terminated. There are no conditions precedent or or, to the knowledge of Parent, other contingencies related to the funding of the full amount of the Financing, Financing on the terms set forth in the Commitment Letter (as such terms may be altered in accordance with the “market flex” provisions set forth in the Fee Letter) other than as expressly set forth as of the Amendment Date in or contemplated by the Financing CommitmentsCommitment Letter. No As of the Amendment Date, no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default on the part of breach by Parent or Merger Sub any other party thereto under any the Commitment Letter. Subject to the terms and conditions of the Financing CommitmentsCommitment Letter, and as of the date hereof Amendment Date, assuming compliance by the Company in all material respects with its covenants contained in Section 5.1 and Section 5.18(d) and assuming satisfaction of the conditions set forth in Section 6.1 and Section 6.3, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with other financial resources of Parent, including cash on hand and marketable securities, will, in the aggregate, be sufficient to fund the payment of the cash component of the Merger Consideration. As of the Amendment Date, assuming satisfaction of the conditions set forth in Section 6.3, Parent has no reason to believe that either it or any other party will be unable to satisfy on a timely basis any condition of the conditions to Financing under the Commitment Letter or the Fee Letter or that the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing Commitment Letter will not be made available to Parent on the Closing Date. Subject to ; provided that Parent is not making any representation or warranty regarding the terms Company’s future performance, the effect of any inaccuracy of the representations and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash warranties of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by in this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation failure of the transactions contemplated hereby, and Company to pay comply with any of its covenants in all related fees and expensesmaterial respects under this Agreement.

Financing. Attached as Annex 5.2(e)(i(a) Assuming the truth and accuracy of the Company’s representations and warranties and compliance by the Company with its covenants and agreements (in each case solely to the extent that a breach of such representation or warranty or noncompliance with such covenant or agreement would adversely affect the satisfaction by Parent Disclosure Letter is a true of the conditions set forth in the Commitment Letter) herein and assuming the Debt Financing has been received, at the Effective Time, Parent and Merger Sub shall have available cash resources and financing in an aggregate amount which, together with the available cash resources of the Company, are sufficient to enable Parent and Merger Sub to consummate the Transactions, to refinance any indebtedness required to be refinanced in connection with the consummation of the Transactions, and to pay related fees and expenses. Parent has delivered to the Company an accurate and complete copy of a fully executed debt commitment letterletter (together with all annexes, other than schedules and exhibits thereto) from the fee letter relating financial institutions party thereto (collectively, the “Debt Financing CommitmentLenders”) together with the executed fee letter(s) related thereto of even date therewith (which fee letter(s) may be redacted so long as no such redaction covers terms that would adversely affect the aggregate amount, conditionality, availability, or termination of the debt financing contemplated therein) and any related exhibits, schedules, annexes, supplements, term sheets or other agreements (other than fee letters) (collectively, the “Commitment Letter”), pursuant to which the lenders party thereto have agreedterms, but subject to the terms and conditions expressly set forth therein, of which certain of the Lenders have committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein for the purposes of partially financing the transactions contemplated by this Agreement Transactions (such debt financing or any debt securities issued in lieu thereof, the “Debt Financing”). Attached as Annex 5.2(e)(ii. (b) The Commitment Letter is, and each definitive agreement with respect to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment(which definitive agreements are referred to collectively in this Agreement as the “Definitive Financing Agreements”) entered into after the date of this Agreement but prior to the Effective Time (if any), will be, in each case, a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, to the Knowledge of Parent, the “Financing Commitments”), pursuant to which the other parties thereto have committed, subject to the in accordance with their respective terms and subject to: (i) the respective conditions expressly set forth therein, to invest ; and (ii) the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”)Enforceability Limitations. None As of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, the Commitment Letter and the respective commitments contained in the Financing Commitments therein have not been withdrawn withdrawn, modified, terminated or rescinded in any respect, amended, restated or otherwise modified or waived (and, to the Knowledge of Parent, no such withdrawal, modification, termination, amendment, restatement or waiver is contemplated). Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to As of the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in or contemplated the Commitment Letter in the form delivered to the Company and assuming the truth and accuracy of the Company’s representations and warranties and compliance by the Company with its covenants and agreements herein (in each case solely to the extent that a breach of such representation or warranty or noncompliance with such covenant or agreement would adversely affect the satisfaction by Parent of the conditions set forth in the Commitment Letter), Parent does not have any reason to believe that the conditions to the Debt Financing Commitmentswill not be satisfied or that the Debt Financing will not be available to Parent at the Effective Time. No As of the date hereof, there are no, and there are not contemplated to be any, side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing, other than any customary engagement letters, fee letters and non-disclosure agreements that do not impact the conditionality for the Debt Financing to occur or amount of the Debt Financing. (c) As of the date of this Agreement, no 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 constitute a default default), in each case, on the part of Parent or Merger Sub under the Commitment Letter or which would otherwise result in any portion of the Debt Financing contemplated thereby to be unavailable. As of the date of this Agreement, neither Parent nor Merger Sub is aware of any material inaccuracies in any of the Financing Commitmentsrepresentations or warranties of Parent or Merger Sub in the Commitment Letter. To the extent required, and as of the date hereof Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied fully paid all commitment fees or that the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts fees required to be paid in connection with prior to the consummation date of this Agreement pursuant to the transactions contemplated hereby, and to pay all related fees and expensesCommitment Letter.

Financing. Attached (a) Purchaser will have, as Annex 5.2(e)(i) to of the Parent Disclosure Letter is a true and complete copy respective dates of a debt commitment letter, other than consummation of the fee letter relating thereto Offer (collectively, the “Debt Financing Commitment”including any subsequent offering period), pursuant access to which sufficient funds to consummate the lenders party thereto have agreed, Offer (including any subsequent offering period) on the terms and subject to the terms conditions contemplated hereby, and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) payment to the Company of funds sufficient to pay holders of Company Options in accordance with the provisions of Section 6.7. (b) Parent Disclosure Letter is has delivered to the Company a true complete and complete correct copy of the equity executed commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. Barclays Bank PLC (the “Equity Financing Commitment” and together with the Debt Financing Commitmentcollectively, the “Financing CommitmentsCommitment”), ) pursuant to which the parties lender party thereto have committedhas committed to provide, subject to the terms and conditions set forth thereintherein and the conditions set forth in the Purchaser Credit Facility, to invest the debt financing in an aggregate amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None Parent has also delivered to the Company complete and correct copies of any fee letters (redacted to exclude fees and certain other information at the request of the Financing Commitments Sources party thereto) (the “Fee Letters”) in connection with the Financing Commitment and the Purchaser Credit Facility and, as of the Agreement Date, except as would not reasonably be expected to materially impair the validity of the Financing Commitment, materially impact the availability of the Financing or materially decrease the amount of financing that could be expected to be provided under the Financing Commitment, there are no Contracts, agreements, side letters or arrangements to which Parent or Purchaser is a party relating to the funding or investing, as applicable, of the amount of the Financing other than as expressly set forth in the Financing Commitment, Fee Letters and Purchaser Credit Facility. (c) As of the date hereof, the Financing Commitment has not been amended or modified prior to the date of this Agreementmodified, no such amendment or modification is presently contemplated, and the respective obligations and commitments contained in the Financing Commitments Commitment have not been withdrawn or rescinded in any respect. Parent or Purchaser has fully paid any and all commitment fees or other fees in connection with the Financing Commitments Commitment that are payable on or prior to the date hereof, and and, as of the date hereof, the Financing Commitments are Commitment is in full force and effect and are the valid, binding and enforceable obligations of ParentParent and Purchaser (except as such enforceability may be (i) limited by bankruptcy, Merger Sub insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) the exercise by courts of equity powers) and, to the knowledge of ParentParent and Purchaser, the other parties thereto. There are no conditions precedent . (d) Assuming the satisfaction or other contingencies related to the funding waiver of the full amount conditions to Parent’s and Purchaser’s obligation to consummate the Offer (including any subsequent offering period), the net proceeds of the Financing, other than as set forth Financing if funded in or contemplated by accordance with the Financing Commitments. No , together with Parent’s consolidated cash and cash equivalents and borrowings under Purchaser Credit Facility are, in the aggregate, sufficient for Purchaser to pay the aggregate Offer Price, consummate the transactions contemplated by this Agreement and pay all fees and expenses required to be paid by Parent or Purchaser in connection with the Offer and the Financing. (e) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub Purchaser under any of the Financing CommitmentsCommitments or, to the knowledge of Parent and as Purchaser, any other party thereto. As of the date hereof of this Agreement, neither Parent nor Purchaser has no any 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 will not be made available to Parent or Purchaser on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash date of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesOffer.

Financing. Attached as Annex 5.2(e)(i(a) Parent and Merger Sub have delivered to the Parent Disclosure Letter is a true Company true, correct, and complete copy copies of a debt commitment letter, other than (i) the fee letter relating thereto (collectively, executed Debt Commitment Letter from the “Debt Financing Commitment”)Sources, pursuant to which the lenders party thereto such Debt Financing Sources have agreed, subject to the terms and conditions set forth thereinthereof, to lend to Parent (which Parent may contribute to Merger Sub) the amounts amount set forth therein for the purposes of financing the transactions contemplated by this Agreement herein and (ii) an executed fee letter (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing CommitmentsFee Letter”), pursuant to which is the parties thereto have committedDebt Fee Letter referenced in the Debt Commitment Letter (except that the fee amounts, subject to the pricing caps and other economic terms and conditions set forth therein, to invest the amount set forth therein may be redacted; provided, however, that such redactions do not permit the imposition of any new conditions (or the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”expansion of any existing conditions)). None As of the Financing Commitments has been amended or modified prior to the date of this Agreement, the obligations of the Debt Financing Sources to fund their commitments under the Debt Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth in the Debt Commitment Letter and the Debt Fee Letter and there are no such amendment other agreements, side letters or modification arrangements relating to the Debt Financing that would adversely affect the availability of, or the conditions to, funding the full amount of the Debt Financing contemplated to be funded on the Closing Date. (b) As of the date hereof, the Debt Commitment Letter is contemplatedin full force and effect and is a legal, valid, binding and enforceable obligation of Parent and Merger Sub and, to the knowledge of Parent and Merger Sub, each other person party thereto, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a material condition precedent on the respective commitments contained in part of Parent or Merger Sub under the Financing Commitments have not been withdrawn or rescinded in any respectterms and conditions of the Debt Commitment Letter. Parent has and Merger Sub have fully paid (or caused to be paid) any 38031572.13 and all commitment fees or other fees in connection with the Financing Commitments Debt Commitment Letter and the related fee letter that are payable required to be paid on or prior to the date hereof and have otherwise satisfied all other terms and conditions required by the Debt Commitment Letter to be satisfied prior to the date hereof. As of the date hereof, the Debt Commitment Letter has not been modified, amended or altered and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations 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 none of the full amount commitments under the Debt Commitment Letter has been withdrawn or rescinded in any respect. (c) As of the Financingdate hereof, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred which, which constitutes a breach or default (with due notice or without notice, lapse of time or both, would constitute a default ) on the part of Parent or Merger Sub under any of the Financing Commitmentsor, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing CommitmentsParent’s knowledge, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid party thereto, under the Debt Commitment Letter that would result in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expensesDebt Financing being materially delayed or unavailable at Closing.

Financing. Attached as Annex 5.2(e)(i(i) Sun Treasury (or one of its Affiliates) and certain financing institutions have entered into a binding commitment letter (the “Debt Commitment Letter”) entitling Sun Treasury to borrow funds in an aggregate amount which, when combined with other funds available to ListCo, Sun or any of its applicable Affiliates to be used to part finance the Parent Disclosure Cash Consideration, will be sufficient to satisfy ListCo, Merger Sub and/or Sun’s obligations under this Agreement, including the payment of the Cash Consideration, and any fees and expenses of or payable by any of them hereunder, and for any repayment or refinancing of any existing indebtedness of Willow, Sun or any of their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectivelysuch amounts, the “Debt Financing CommitmentAmounts”), . The debt financing committed pursuant to which the lenders party thereto have agreed, subject Debt Commitment Letter is collectively referred to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by in this Agreement (as the “Debt Financing”). Attached as Annex 5.2(e)(ii. (ii) Sun has delivered to the Parent Disclosure Letter is Willow a true true, complete and complete correct copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. Debt Commitment Letter and any fee letter related thereto (the “Equity Financing Commitment” and together with Fee Letter”, subject, in the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth thereincase of such fee letter, to invest the amount set forth therein (the “Equity Financing” and together redaction solely of provisions that are customarily redacted in connection with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date transactions of this Agreementtype and that would not reasonably be expected to affect the conditionality, no such amendment enforceability, availability or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or (other fees than in connection with the Financing Commitments fees and “flex” provisions) amount of the Debt Financing. ▇▇▇ expressly acknowledges and agrees that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of ParentSun under this Agreement are not conditioned in any manner upon Sun obtaining any financing (including term loans, Merger Sub bridge financing and to bonds). (iii) Except as expressly set forth in the knowledge of ParentDebt Commitment Letter and Fee Letter, the other parties thereto. There there are no conditions precedent to the obligations of the Financing Sources to provide the Debt Financing or any contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing, impose any additional conditions precedent to the availability of the Debt Financing or that would reasonably be expected to affect the timing of the availability of or termination of the Debt Financing, including any condition or other contingencies related contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. Other than the Debt Commitment Letter and the Fee Letter, there are no side letters, understandings or other agreements, contracts or arrangements of any kind (written or oral) to which Sun or any of its Affiliates is a party, or of which Sun has knowledge, relating to the funding of the full amount of the Financing, other than as set forth in Debt Financing or contemplated by that would reasonably be expected affect the Financing Commitments. No event has occurred which, with availability or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any conditionality of the Debt Financing Commitments, and as or the enforceability of the date hereof Parent Debt Commitment Letter. Sun has no reason to believe that paid in full any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied and all commitment fees or that the Financing will not be made available to Parent on the Closing Date. Subject other fees due and payable pursuant to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries Debt Commitment Letter on or before the Closing Date, funds sufficient to pay the cash portion date of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt 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 herebyAgreement, and to will pay all related fees and expensesin full any such amounts due on or before the Merger Effective Date.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a Company (i) true and complete copy copies of a debt the commitment letterletter (as the same may be amended in accordance with Section 6.13(a)), other than dated as of the fee letter relating thereto date hereof, between Parent and each of Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, Credit Suisse Securities (collectively, USA) LLC and Credit Suisse (the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend provide or cause to be provided the debt amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a and (ii) true and complete copy copies of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fundbetween Parent and Blackstone, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have Blackstone has committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing CommitmentFinancing, the “Financing”). None As of the date of this Agreement, none of the Financing Commitments has been amended or modified prior to the date of this Agreementmodified, no such amendment or modification is contemplated, contemplated except as permitted by Section 6.13(a) and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any material respect. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitments Commitment that are payable on or prior to the date hereofhereof and, and as of the date of this Agreement, the Debt Financing Commitments are Commitment is in full force and effect and are is the valid, binding and enforceable obligations obligation of ParentParent and, Merger Sub and to the knowledge of Parent, the each other parties theretoparty thereto so long as it remains in effect. 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. No As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof Parent has no reason to believe that it will be unable to satisfy any of the conditions to the Financing contemplated by the Financing Commitments (subject to the Company complying with its obligations hereunder and assuming that there will not be satisfied or that a Company Material Adverse Effect). After giving effect to the amounts expected to be funded under the Financing will not be made available to Parent on the Closing Date. Subject Commitments (subject to the terms thereof), and conditions contained in this Agreement and assuming compliance by the Financing CommitmentsCompany with its obligations hereunder, Parent and Merger Sub will would have at the ClosingClosing funds sufficient, together with the available cash of the Company and its Subsidiaries on the Closing DateCompany, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses. Notwithstanding the foregoing, in no event shall the receipt or availability of any funds or financing by Parent or any other financing or other transactions be a condition to any of Parent’s obligations hereunder.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a true Company true, correct and complete copy copies of a debt an executed commitment letter, other than letter and fee letters from the fee letter relating thereto financial institutions identified therein (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant ) to which the lenders party thereto have agreedprovide, subject to the terms and conditions set forth therein, to lend debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (being collectively referred to as the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as As of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments Commitment Letter has not been amended or modified prior to the date of this Agreementmodified, no such amendment or modification is contemplatedcontemplated (other than amendments or modifications that are permitted by Section 5.10), and and, as of the date hereof, the respective obligations and commitments contained in the Financing Commitments such letters have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments Debt Commitment Letter that are payable on or prior to the date hereof, and the Financing Commitments are . The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter constitutes the legal, valid and are the valid, binding and enforceable obligations of Parentthe parties thereto (other than the Financing Sources) and, Merger Sub and to the knowledge of Parent, the Financing Sources, in each case, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other parties theretolaws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There are no conditions precedent or other contingencies related to the funding As of the full amount date of the Financingthis Agreement, other than as set forth in or contemplated by the Financing Commitments. No no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Debt Commitment Letter on the part of Parent or Merger Sub under its Subsidiaries or, to the knowledge of Parent, any of the Financing Commitments, and as other parties thereto. As of the date hereof of this Agreement and subject to the satisfaction of the conditions set forth in Article VI, Parent has no does not have any reason to believe that any of the conditions to the Debt Financing contemplated by the Financing Commitments will not be satisfied or that the Debt Financing will not be made available to Parent on the Closing Date. Subject to payment of customary fees, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make Debt Financing available to Parent on the terms and conditions contained in this Agreement and therein. There are no side letters or other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party related to the Financing Commitmentsfunding or investing, Parent and Merger Sub will have at the Closingas applicable, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion full amount of the aggregate Per Share Merger Consideration (Debt Financing other than as expressly set forth in the Debt Commitment Letter and any repayment customary engagement letter and non-disclosure agreements that do not impact the conditionality or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation amount of the transactions contemplated hereby, and to pay all related fees and expensesDebt Financing.

Financing. Attached as Annex 5.2(e)(i) Parent has delivered to the Parent Disclosure Letter is a Company (i) true and complete copy copies of a debt commitment executed written commitments, except for that certain fee letter, other than dated the fee letter relating thereto date of this Agreement, from the lenders to the borrower thereunder (collectively, the “"Debt Financing Commitment”Commitments"), pursuant to which the lenders party thereto have agreed, subject only to the terms and conditions set forth therein, to lend provide or cause to be provided to Parent and/or Merger Sub debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the “"Debt Financing”). Attached as Annex 5.2(e)(ii") to the Parent Disclosure Letter is a and (ii) true and complete copy copies of executed written commitments (collectively, the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “"Equity Financing Commitment” Commitments" and together with the Debt Financing CommitmentCommitments, the “"Financing Commitments”"), pursuant to which the parties thereto have committedagreed, subject only to the terms and conditions set forth therein, to invest provide or cause to be provided to Parent and/or Merger Sub equity financing in the amount amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the “"Equity Financing” " and together with the Debt Financing CommitmentFinancing, the “"Financing”"). None As of the date of this Agreement, none of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplatedmodified, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded rescinded, in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to before the date hereofof this Agreement in connection therewith or pursuant thereto, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties theretoeffect. 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. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or Merger Sub under any of the Debt Financing Commitments, and as . Neither Parent nor Merger Sub is aware of the date hereof Parent has no any reason to believe that any of why the conditions to the Financing contemplated by set forth in the Financing Commitments will would not be satisfied on or that before the Closing Date or such other earlier date as may be set forth in the Financing will not be made available to Parent on the Closing DateCommitments. Subject to the terms and conditions contained in this Agreement and of the Financing Commitments, and subject to the terms and conditions of this Agreement, the aggregate proceeds contemplated by the Financing Commitments, together with the cash on hand of Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds will be sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses.

Financing. Attached as Annex 5.2(e)(i(a) Parent and Holding Company shall cause Holdings and Sub to use its reasonable best efforts to obtain the Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the fee letter relating thereto (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy full amount of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments financing contained in the Financing Commitments have consistent with the terms specified and described in the Financing Commitments delivered to the Company by Parent Group; provided, however, it is expressly understood and agreed that Parent Group’s obligations to consummate the Merger on the terms and conditions specified herein are not been withdrawn subject to a financing condition or rescinded in the results of Parent Group’s efforts to obtain the full amount of the financing required to effect the Closing pursuant to Section 1.03 hereof and to satisfy their obligations under Article II hereof, including, depositing (or causing to be deposited) with the Paying Agent and LaSalle sufficient funds to make all payments pursuant to Article II hereof. (b) Parent Group will keep the Company reasonably informed of the status of the Financing Commitments and the Available Cash and any respect. Parent has fully paid any material developments with respect thereto. (c) The Company shall provide, and will cause its officers and employees to provide, all commitment fees or other fees necessary cooperation and information in connection with the arrangement and obtaining of the financing contained in the Financing Commitments Commitment as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence and arranging senior officers, as selected by Parent, to meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), cooperation in the preparation and filing of any offering documents, the issuance of any comfort letter, the receipt of any auditors’ consents, certifications of the chief financial officer with respect to solvency matters, the delivery of consolidated pro forma financial information and the use of commercially reasonable efforts to cause each independent auditor to so cooperate or otherwise. Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, any Financing Commitment, or waive any rights thereunder, prior to the termination of this Agreement, without the written consent of the Company. (d) The Company acknowledges that, prior to the Effective Time, Parent may, and Parent may request that are payable the Company and its Subsidiaries, take actions with respect to (i) prepaying, redeeming and/or obtaining the consent of the holders of the Company’s outstanding Senior Notes in accordance with the terms of the indenture pursuant to which such notes were issued or (ii) restructuring the Company Credit Facility. The Company agrees to cooperate with such efforts and provide such information or take such actions as may be reasonably requested by Parent Group with respect thereto, including call for prepayment or redemption, or to renegotiate, as the case may be, the Senior Notes; provided, that (i) no such prepayment or redemption shall actually be made until substantially contemporaneous with or after, or, in the case of the call for prepayment, immediately prior to or contemporaneous with, the Effective Time and (ii) no such call for prepayment or redemption shall be required prior to the Effective Time unless the Company is permitted to condition such call for prepayment or redemption on the occurrence of the Effective Time or to withdraw such call for prepayment or redemption if the Effective Time shall not have occurred on or prior to the date hereofapplicable scheduled prepayment or redemption date; and provided, and further, that the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and Company shall not be required to enter into any bank commitment that will become effective prior to the knowledge of Parent, the other parties theretoEffective Time. 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. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and as of the date hereof 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 Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all related fees and expenses.