Common use of Financing Clause in Contracts

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 and fees in connection with such debt financing (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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”), 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 or (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 provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company Stockholder true, correct and complete and correct copies of (i) (1) the fully executed commitment letter, dated as of the date hereof hereof, among Parent and AIF VII Euro Holdings, L.P. (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Equity Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreedAIF VII Euro Holdings, on L.P. has committed, subject to the terms and subject conditions thereof, to invest the conditions cash amounts set forth therein in the manner set forth therein, to provide Parent with debt financing in the amounts set forth therein, the proceeds and of which are Stockholder is a third-party beneficiary and entitled to be used to fund specific performance of the Transactions and fees in connection with such debt financing terms thereof (the “OpCo Debt Equity Financing”), ) and (2ii) the fully executed warehouse facility commitment letterletter(s), dated as of the date hereof hereof, among Merger Sub and each of Bank of America, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party counterparties thereto have agreedcommitted, on subject to the terms and subject to the conditions set forth thereinthereof, to provide Parent with debt financing in lend to Merger Sub the amounts set forth therein, the proceeds of which are no less than $50,000,000 of commitments will be made available to be used to fund the Transactions Merger Sub under a revolving credit facility (the “AssetCo Credit Facility”), (the “Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”). The amounts to be provided pursuant to the Equity Financing, and (3) if funded in accordance with the fully executed fee letters relating to each terms 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 or (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 provideswill be sufficient for Parent, and shall continue when required, to providecontribute sufficient cash to Merger Sub such that Merger Sub will have, that the Company is a third party beneficiary thereto with respect immediately prior to the provisions specified therein. (c) As of the date hereofClosing, each of the Financing Commitment Letters is in full force and without giving effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) andDebt Financing, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (cash 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent amounts set forth in the Financing Equity Commitment Letters andLetter. At the Closing, as assuming the consummation of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Debt Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 Merger Sub shall have cash 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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate pay the Closing upon Payment (without regard to any Estimated Working Capital Adjustment) and the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Pre-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 LettersDividend.

Financing. (a) Parent understands and acknowledges that the obligations As of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation date of any financing arrangementthis Agreement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, a true and complete and correct copies copy of (i) (1) the fully an executed equity commitment letteragreement, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Equity Commitment LetterAgreement”), among Credit Suisse AGParent, Credit Suisse Loan Funding LLC Sub and ParentGuarantor, pursuant to which the Parent Financing Sources party thereto have Guarantor has agreed, on according to the terms and subject to the conditions set forth therein, to provide Parent with debt financing in fund an amount sufficient to satisfy the amounts set forth therein, Financing Uses no later than immediately prior to the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing Closing (the “OpCo Debt Equity Financing”), (2ii) the fully executed warehouse facility commitment letter, dated as of the date hereof Limited Guarantee and (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; iii) the Debt Financing Commitment Letters together with (the Equity Commitment LetterAgreement and the Debt Financing Commitment Letters, collectively, the “Financing Commitment Letters”)) (and corresponding fee letters relating to the Debt Financing Commitment Letters redacted only in respect of specific fee amounts and specific “flex” terms, between Credit Suisse AGnone of which affect the conditionality, Cayman Islands Branch and availability or amount of the ParentDebt Financing available on the Closing Date or remedies available with respect thereto) from the Debt Financing Sources, pursuant to which the Parent Debt Financing Sources party thereto have agreedagreed to provide, on severally and not jointly, subject to 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 Debt Financing (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the such Debt Financing, together with the Equity Financing, collectively referred to as the “FinancingFinancings”). The Company is an express third-party beneficiary with respect to, and (3) the fully executed fee letters relating is entitled to each of the Debt Commitment Letters; provided that the fee amountsspecifically enforce, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount of the Debt Financing or (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 LetterAgreement. (b) On the Closing Date, which providesassuming receipt of the proceeds of the Financings in accordance with the terms of the Financing Letters, Parent will have sufficient available funds to pay the Aggregate Merger Consideration and any other cash amounts payable pursuant to, or in connection with the Transaction, including any obligations of the Surviving Corporation or its Subsidiaries that become due or payable by the Surviving Corporation and the Company Subsidiaries in connection with, or as a result of, the Transactions, and shall continue to provide, that the Company is a third party beneficiary thereto with respect payment of all fees and expenses related to the provisions specified thereinforegoing (collectively, the “Financing Uses”). (c) As The Financing Letters and Limited Guarantee have not been terminated or otherwise amended, supplemented or modified in any respect as of the date hereofof this Agreement. The Equity Commitment Agreement and the Limited Guarantee are legal, valid and binding obligations of each of the parties thereto (other than the Company), enforceable against such parties in accordance with their terms, subject to the Bankruptcy and Equity Exception. The Debt Financing Commitment Letters is in full force and effect and is a legal, represent valid, binding and enforceable obligation obligations of Parent (to the extent party thereto) and, to the Knowledge knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of thereto, to provide the Debt Commitment Letters only)Financing, each of the Financing Commitment Letters is enforceable against the parties thereto such party in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. As of the date hereofof this Agreement, none of there are no side letters or other Contracts or arrangements relating to the Financings other than as expressly contained in the Financing Commitment Letters have been amended, supplemented or modified in any respect, and delivered to the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, Company prior to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall would affect the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount availabiltiy of the Debt 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 make the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))materially less likely to occur. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Sub or Guarantor under any term of, or a failure of any condition under, the Financing Letters or otherwise result in any portion of the Financings contemplated thereby to be unavailable on the Closing Date. There are no conditions precedent or other contingencies to the availability of the Financings, other than the conditions set forth in this Agreement (with respect to the Equity Financing) and those explicitly set forth in the Debt Financing Commitment Letters (the “Financing Conditions”) with respect to the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default or material breach on the part of Parent or, to the Knowledge knowledge of the Parent, any other party thereto under any the Financing Commitment LetterLetters or the Limited Guarantee or would result in the failure of a Financing Condition. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties Each of Parent in and Sub has no reason to believe that it or any other party to the Financing Commitment Letter inaccurate in Letters will be unable to satisfy on a timely basis any material respectterm thereof. 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) Financings other than the conditions precedent as expressly set forth in the Financing Commitment Letters andLetters. (d) Neither Parent nor Sub has, as of the date hereofdirectly or indirectly, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financingentered into an exclusivity, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters lock-up or other Contractssimilar agreement, arrangements arrangement or understandings (written binding understanding with any bank or oral) directly investment bank or indirectly related other potential provider of debt or equity financing that prohibits such provider from providing or seeking to the Financing (except for customary fee lettersprovide services, engagement letters including debt or equity financing, to any third person in connection with a transaction relating to the Debt Financing and non-disclosure agreements, none of which impact Company or 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 Company Subsidiaries (including after giving effect to in connection with the making of any pricing flex that results Competing Proposal) in OID, if exercised), the aggregate proceeds of the Financing, together connection with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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. (a) Parent understands and acknowledges that At the obligations 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 and Merger Sub will have immediately available funds in an amount as is necessary to consummate the Transactions are not in any way contingent upon or otherwise subject to Transactions, including the payment by Parent’s consummation of any financing arrangement, Merger Sub and the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letter, dated as Surviving Corporation of the date hereof aggregate amount of the Merger Consideration, other amounts payable pursuant to Article II (including all exhibitsamounts payable in respect of Company Stock Options, annexesCompany Restricted Shares and Company RSUs under this Agreement), schedules any fees and term sheets attached theretoexpenses 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 “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 consummation of which are to be used to fund the Transactions and fees in connection with such debt financing (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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 “FinancingRequired Amount”), 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 or (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 provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, ▇▇▇▇▇▇ has delivered to the Company (a) a correct and complete fully executed copy of the debt commitment letter, dated as of even date herewith, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (as 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 Letters”) (which may be redacted to remove the fee amounts, economic terms and the terms of any “flex” provisions that are customarily redacted in transactions of this type, none of which redactions covers terms that reduce the amount of the Debt Financing below the Required Amount or adversely affect the conditionality, enforceability, termination or availability of the Debt Financing). Pursuant to, and subject to the terms and conditions of, the Debt Commitment Letters have Letter, the lender thereunder has committed to lend the amounts set forth therein for the purposes set forth in such Debt Commitment Letter (the “Debt Financing”). As of the date hereof, neither the Debt Commitment Letter nor any Fee Letter has been amended, supplemented restated or otherwise modified in any respector waived prior to the execution and delivery of this Agreement, no amendment, restatement or other modification is contemplated and the respective commitments contained therein in the Debt Commitment Letter have not been withdrawn, terminatedrescinded, rescinded amended, restated or otherwise modified in any respectrespect prior to the execution and delivery of this Agreement (in each case, 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, financial institutions, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed in a Debt Commitment Letter as of the date hereof, in each case, as manner contemplated by and in accordance with such the Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereofof this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each of 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 to the obligation to make the Debt Financing available to Parent pursuant to the Debt 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 other funds available to Parent and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the Financing Letters, including after giving effect to the maximum amount of any “flex” provisions) for the payment of the Required Amount. 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 material breach or result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the Knowledge of the Parent, any other party parties thereto under any Financing Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing the Debt Commitment Letter, and (ii) assuming the satisfaction or waiver of the Financing conditions set forth in Section 6.01 and Section 6.02 and taking into account the Marketing Period, Parent does not have any reason to believe that is required to be satisfied as a condition any of the Financing, or that conditions to the full amount of the Debt Financing will not be made satisfied or that the Debt Financing or any other funds necessary to pay the Required Amount will not be available to Parent on the Closing Date. Other than Parent has fully paid (or caused to be paid) all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Debt Financing. Except for the Fee Letters and customary engagement letters with respect to the Debt Financing Commitment Letters(none of which reduces the amount of the Debt Financing below the Required Amount or adversely affects the conditionality, enforceability, termination or availability of the Debt Financing), as of the date hereof, there are no side letters or other Contractsagreements, contracts or arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee letters, engagement letters of any kind relating to the Debt Financing and non-disclosure agreements, none of Commitment Letter to 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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or any of its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, than as expressly set forth 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. (a) Parent understands Purchaser is a party to and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the accepted a fully executed commitment letter, dated as of August 12, 2021 (together with all exhibits and schedules thereto, the (“Debt Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”) pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to as the “Debt Financing.” (b) Purchaser is a party to and has accepted a fully executed equity commitment letter, dated as of the date hereof of this Agreement (including together with all exhibits, annexes, exhibits and schedules and term sheets attached thereto, the “OpCo Debt Equity Commitment Letter”), among Credit Suisse AGby and between ArcLight Energy Partners Fund VII, Credit Suisse Loan Funding LLC L.P. (the “Equity Investor”) and ParentPurchaser, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, the Equity Investors have agreed to provide Parent with debt financing invest in Purchaser the amounts amount set forth therein. The equity financing committed pursuant to the Equity Commitment Letter is referred to as the “Equity Financing.” The Equity Financing and the Debt Financing are collectively referred to as the “Financing.” (c) Purchaser has delivered to Seller true, complete and correct copies of the proceeds executed Equity Commitment Letter and executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of which such fee letters, to redaction solely of fee and other economic provisions that are to be used to fund the Transactions and fees customarily redacted in connection with such debt financing (transactions of this type and that could not in any event affect the “OpCo conditionality, enforceability, availability or amount of the Debt Financing”), (2) the fully executed warehouse facility commitment letter, dated as . The Equity Commitment Letter provides that Seller is an express third party beneficiary of the date hereof (including all exhibitsEquity Commitment Letter to the extent provided therein, annexesand is entitled to enforce directly, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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 extent provided herein and therein. (d) Except as expressly 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”), Commitment Letter and (3) the fully executed fee letters relating to each of the Debt Commitment Letters; provided that Letter, there are no conditions precedent to the fee amounts, flex provisions obligations of the Lenders and other economic terms (other than the Equity Investors to provide the Equity Financing or the Debt Financing or any such term contingencies that would (x) permit the Lenders or the Equity Investors to reduce the aggregate total amount of the Debt Financing or (y) impose the Equity Financing, including any additional conditions condition or other contingencies (contingency relating to the amount 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 Financing or the Equity Financing pursuant to any “flex” provision. Purchaser does not have any reason to believe that it shall be redacted unable to satisfy on a timely basis all terms and conditions to be satisfied by it in a customary manner; and (ii) the Equity Commitment LetterLetter or the Debt Commitment Letter on or prior to the Closing Date, which providesnor does Purchaser have knowledge that any Lender or Equity Investor shall not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Equity Commitment Letter or the Debt Commitment Letter that could affect the availability, conditionality, enforceability, termination or amount of the Equity Financing or the Debt Financing. (e) The Financing, when funded in accordance with the Equity Commitment Letter and shall continue the Debt Commitment Letter and giving effect to provide, that any “flex” provision in or related to the Company is a third party beneficiary thereto Debt Commitment Letter (including with respect to fees and original issue discount), shall provide Purchaser with cash proceeds on the provisions specified thereinClosing Date sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement, the Ancillary Agreements, the Equity Commitment Letter and the Debt Commitment Letter, including the payment of the Closing Purchase Price, and any fees and expenses of or payable by Purchaser, Purchaser’s Affiliates or the Transferred Entities, and for any repayment or refinancing of any outstanding indebtedness of Purchaser and/or the Transferred Entities contemplated by, or required in connection with the transactions described in, this Agreement, the Ancillary Agreements, the Equity Commitment Letter or the Debt Commitment Letter (the “Financing Amounts”). (cf) As of The Equity Commitment Letter and the date hereof, each of Debt Commitment Letter constitute the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation obligations of Parent (to the extent party thereto) Purchaser and, to the Knowledge of ParentPurchaser, all the other parties thereto, thereto and are in each case subject to the Enforceability Exceptions. Assuming due full force 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))effect. As of the date hereof, no event has occurred which, which (with or without notice, lapse of time or both, would ) could constitute a default default, breach or material breach on the part of Parent or, failure to the Knowledge of the Parent, satisfy a condition by Purchaser or any other party thereto under any Financing the terms and conditions of the Equity Commitment Letter or the Debt Commitment Letter, and Purchaser does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis or that the Financing will not be available in full on the date of the Closing. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing Purchaser has paid (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, or caused to be paid, ) in full any and all commitment fees and any and all or other fees and expenses, in each case as are required to be paid on or before the date hereof of this Agreement pursuant to the terms of the Financing Debt Commitment LettersLetter or any related fee letter and shall pay in full on or before the Closing Date any such amounts due on or before the Closing Date. The Equity Commitment Letter and the Debt Commitment Letter have not been modified, amended or altered and none of the respective commitments thereunder has been terminated, reduced, withdrawn or rescinded in any respect, and, to the Knowledge of Purchaser, no termination, reduction, withdrawal, modification, amendment, alteration or rescission thereof is contemplated. (g) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement.

Financing. (a) Parent understands At the Acceptance Time and acknowledges that at the obligations of Effective Time, Purchaser will have available all the Parent and Merger Sub funds necessary to consummate the Transactions are not Offer and the Merger in any way contingent upon or otherwise subject accordance with this Agreement, and to the Parent’s consummation make all other necessary payments of any financing arrangementfees and expenses required to be paid by Parent and Purchaser relating to such transactions, including, without limitation, the Parent’s obtaining funds necessary to accept for payment and pay for all Shares tendered in the Offer and the aggregate Merger Consideration and any other repayment or refinancing of debt contemplated by the Commitment Letters and to pay all fees and expenses to be paid by the Surviving Corporation or any financing or of its Affiliates at Closing (the availability, grant, provision or extension of any financing to the Parent“Required Amounts”). (b) Parent has delivered to the Company true, complete and correct copies of Company: (i) a true and complete copy of the executed commitment letter by ▇▇▇▇▇ Fargo Trade Capital, LLC (“▇▇▇▇▇ Fargo”), dated February 12, 2009 (the “▇▇▇▇▇ Fargo Commitment Letter”) pursuant to which ▇▇▇▇▇ Fargo has committed to lend up to $30,000,000 and to serve as administrative agent for the $40,000,000 senior factoring and revolving credit facility (the “▇▇▇▇▇ Facility”) necessary for the parties to this Agreement to consummate the transactions contemplated by this Agreement and (ii) a true and complete copy of the executed commitment letter by Glenhill Special Opportunities Master Fund LLC (“Glenhill”), dated February 13, 2009 (the “Glenhill Commitment Letter”) pursuant to which Glenhill has committed to lend up to $10,000,000 towards the ▇▇▇▇▇ Facility (the financing contemplated by the ▇▇▇▇▇ Fargo Commitment Letter and the Glenhill Commitment Letter collectively, the “▇▇▇▇▇ Financing”) (1c) Parent has delivered to the fully Company a true and complete copy of the executed commitment letter by KEBA LLC (“KEBA”, and together with Glenhill and ▇▇▇▇▇ Fargo, the “Lenders”), dated February 23, 2009, (such commitment letter, dated as of the date hereof (including all exhibits“Debt Financing Commitment Letter” and together with the ▇▇▇▇▇ Fargo Commitment Letter, annexes, schedules and term sheets attached theretothe Glenhill Commitment Letter, the “OpCo Debt Commitment LetterLetters”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which ) providing for 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 and fees in connection with such debt financing (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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 FinancingFinancings”; ) necessary for the Debt Financing, together with parties to this Agreement to consummate the Equity Financing, the “Financing”), 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 or (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 provisions specified thereintransactions contemplated by this Agreement. (cd) As of the date hereof, each of the Financing Commitment Letters is are in full force and effect (assuming the due authorization, execution and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, delivery thereof by the other parties thereto) and have not been replaced, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented amended or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, withdrawn or rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) Financings contemplated by the Commitment Letters, other than the conditions precedent as set forth in the Financing or contemplated by each Commitment Letters and, as Letter. As of the date hereofof this Agreement, to the Knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under any of the Commitment Letters by Parent or Purchaser. Parent has no reason Knowledge of any facts or circumstances that are reasonably likely to believe that it will not be able to satisfy result in (i) any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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, 6.2the Commitment Letters not being satisfied, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon (ii) the funding of contemplated in the Financing in accordance with and subject Commitment Letters not being made available to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, a timely basis in an amount sufficient order to (i) consummate the Closing upon the terms transactions contemplated by this Agreement. (e) Parent has delivered to the Company a true and complete copy of the executed Buying Agency Agreement (the “Buying Agency Agreement”), dated as of December 17, 2008, between NAF Holding, LLC, parent of Parent, and Li & ▇▇▇▇ (iiTrading) pay all other amounts payable by Parent or its Affiliates Limited (“Li & ▇▇▇▇”), pursuant to the other Ancillary Agreements which Li & ▇▇▇▇ is obligated to which any such Person is a party, (iii) pay all related fees assume responsibility for and expenses of Parent and its Affiliates and Representativescause to be issued, and shall cause to be issued guarantees, letters of credit, surety bonds or similar instruments (ivcollectively, “LCs”) from a Qualified Institution in replacement of, or as security for, each letter of credit issued in respect of the Company’s business immediately prior to the extent Acceptance Time. The Buying Agency Agreement is in full force and effect and has not been replaced, amended or modified, and the obligations contained therein have not been withdrawn or rescinded in any other amounts respect. (f) Subject to the satisfaction of those conditions set forth in Annex I, Parent acknowledges that its obligations hereunder are required to be paid not in any respect, directly or indirectly, conditioned upon the receipt of any funds contemplated 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. (a) Parent understands has received and acknowledges that the obligations of the Parent accepted, and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of of, (i) (1) the fully executed commitment letterletter and redacted fee letter (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that such redacted terms do not affect the conditionality of or the amount of cash proceeds available to Parent and Merger Subsidiary), each dated as of October 21, 2015 (the date hereof “Debt Commitment Letters”), from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (including all exhibitscollectively with any other agents, annexesarrangers, schedules managers, lenders and term sheets attached theretoother entities from time to time party thereto and such Persons’ Affiliates, successors and assigns, the “OpCo Debt Commitment LetterFinancing Sources”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the terms and subject to the conditions set forth therein, ) confirming their respective commitments to provide Parent with debt financing in the amounts set forth therein, the proceeds of which are to be used to fund connection with the Transactions and fees in connection with such debt financing (the “OpCo Debt Financing”), ) and (2ii) the fully executed warehouse facility commitment letter, dated as of the date hereof letters (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Equity Commitment LetterLetters,” 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 Commitment Letters”)) from each of the parties listed on Annex I hereto (the “Equity Financing Sources” and together with the Debt Financing Sources, between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which “Financing Sources”) confirming the Parent Financing Sources party thereto have agreed, on the terms and subject to the conditions set forth therein, respective counterparties’ commitments to provide Parent with debt equity financing in an amount up to the amounts aggregate amount set forth therein, the proceeds of which are to be used to fund therein in connection with the Transactions (the “AssetCo Debt Equity Financing,” and, and together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), and (3) the fully executed fee letters relating to each of the Debt Commitment Letters; provided . Assuming that the fee amountsFinancing contemplated by the Financing Commitment Letters is fully funded on the terms set forth therein, flex provisions Parent and other economic Merger Subsidiary will have at and after the Closing funds sufficient to consummate the Merger upon the terms (other than any such term that would (x) reduce the aggregate amount contemplated by this Agreement and pay all related fees and expenses of the Debt Financing or (y) impose any additional conditions or other contingencies (or otherwise amendParent, modify or expand any conditions or other contingencies in a manner adverse Merger Subsidiary and their respective Representatives pursuant 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 provisions specified thereinthis Agreement. (cb) As Each of the date hereof, each of the Financing Equity Commitment Letters is in full force and effect as of the Agreement Date and is a legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) and Merger Subsidiary and, to the Knowledge knowledge of Parent, the other parties thereto, in each case subject to . The Company is a third-party beneficiary of the Enforceability ExceptionsEquity Commitment Letters on the terms set forth therein. Assuming due and valid execution by each other party thereto (in the case Each of the Debt Commitment Letters only)is in full force and effect as of the Agreement Date and is a valid and binding obligation of Parent and Merger Subsidiary and, each to the knowledge of Parent, the other parties thereto. Parent or Merger Subsidiary has fully paid, or caused to be fully paid, any and all commitment or other fees in connection with the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject that are payable on or prior to the Enforceability ExceptionsAgreement Date. As of the date hereofAgreement Date, none of the Financing Commitment Letters have been amended, supplemented amended or modified in any respect, no such amendment or modification is contemplated (other than with respect to any “market flex” terms contained in the Debt Commitment Letter, to the extent such “market flex” terms may be deemed an amendment or modification) and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereofAgreement Date, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or material breach on the part of Parent or Merger Subsidiary or, to the Knowledge 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters Letters, and, as of the date hereofAgreement Date, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financingwill not be satisfied, or that the full amount of the Financing will not be made available to Parent on the Closing Datedate of the Closing. Other than the Financing Commitment Letters, there There are no side letters or other Contracts, arrangements Contracts to which Parent or understandings any of its Affiliates is a party (written or orali) directly or indirectly related to the Financing (except for customary fee lettersfunding or investing, engagement letters relating to as applicable, of the Debt Financing and non-disclosure agreements, none of which impact the conditionality, timing or full 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 other than as expressly set forth 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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent awarding any Person any financial advisory role on an exclusive basis or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) prohibiting or seeking to prohibit any Person from providing or seeking to provide financing to any Person in connection with a transaction relating 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 LettersCompany.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent Parent’s and Merger Sub Sub’s obligations under this Agreement are not subject to a condition regarding Parent’s or Merger Sub’s obtaining of funds to consummate the Transactions are not in any way contingent upon Merger and the other transactions contemplated hereby. On or otherwise subject prior to the Parent’s consummation date of any financing arrangementthis Agreement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, correct and complete and correct fully executed copies of (i) (1a) the fully executed equity commitment letterletter (the “Equity Commitment Letter”) to Parent from an Affiliate of the Parent Parties, pursuant to which such Affiliate has committed to provide Parent with equity financing in the amount and on the terms and conditions set forth therein (the “Equity Financing”), (b) the commitment letters, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”)hereof, among Credit Suisse AG, Credit Suisse Loan Funding LLC Parent and Parent, pursuant to which the Parent Financing Sources applicable 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 and fees in connection with such debt financing (the “OpCo Debt FinancingCommitment Letters”), ) and (2c) the fully executed warehouse facility commitment letterfee letters, dated as of the date hereof hereof, among Parent and the financing sources party thereto (redacted to remove only the fee amounts, fee percentages, price caps and certain other economic terms (including any economic market “flex” provisions) in a customary manner (none of which could reasonably be expected to adversely affect the conditionality, availability or termination provisions of the Debt Commitment Letters or reduce the aggregate amount available under the Debt Financing), in each case, including all exhibits, annexesschedules, schedules annexes and term sheets attached thereto, amendments to such letters in effect as of the “AssetCo Debt Commitment Letter” and, date of this Agreement (together with the OpCo Debt Commitment LetterLetters, the “Debt Commitment Letters”; ” and the Debt Commitment Letters Letters, together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and . Pursuant to the Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the terms Debt Commitment Letters and subject to the terms and conditions set forth thereinthereof, each of the applicable parties thereto (other than Parent and Merger Sub) have severally committed to provide Parent with debt financing in lend the amounts set forth therein, the proceeds of which are therein to be used to fund the Transactions Parent or Merger Sub (the “AssetCo Debt Financing” and, together with the OpCo Debt Financingprovision of such funds as set forth therein, the “Debt Financing”; ) for the Debt Financing, together with the Equity Financing, the “Financing”), and (3) the fully executed fee letters relating to each of the purposes set forth in such 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 . As of the Debt date of this Agreement, (i) the Financing or (y) impose any additional conditions or other contingencies (Commitment Letters have not been amended, restated or otherwise amendmodified or waived in any respect (and no amendment, modify restatement, modification 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 waiver is contemplated), (ii) the respective commitments contained in the Equity Commitment LetterLetter and, which providesto the Knowledge of Parent, the commitments contained in the Debt Commitment Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect and shall continue to provide, that the Company is a third party beneficiary thereto (iii) with respect to the provisions specified therein. (c) commitments contained in the Equity Commitment Letter and, to the Knowledge of Parent, the commitments contained in the Debt Letters, no such withdrawal, rescission, amendment, restatement or modification is contemplated. As of the date hereofof this Agreement, each of the Financing Commitment Letters is are in full force and effect and is a constitute the legal, valid, enforceable and binding obligations of each of Parent, and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, subject in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereofof this Agreement, none there are no conditions precedent or other contractual contingencies related to the funding of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate full amount of the Debt Financing pursuant 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 expressly set forth in each case, the amount of Debt Commitment Letters) and the Equity Financing has been increased by a corresponding amountpursuant to the Equity Commitment Letter. Assuming the satisfaction of the conditions precedent set forth in Section 8.1 and Section 8.2, the net proceeds contemplated from the Debt Financing and the Equity Financing, together with Parent’s available unrestricted cash, 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 the Merger Consideration, any payments in respect of equity compensation obligations to be made in connection with the Merger, any repayment or refinancing of any outstanding indebtedness of Parent, the Company has given its prior written consent thereto)and their respective Subsidiaries required in connection with the Merger and all fees and expenses reasonably expected to be incurred in connection with the Merger and the other transactions contemplated by this Agreement (the “Merger Amounts”). As of the date hereofof this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 8.1 and Section 8.2, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or material breach on the part of Parent or, to or Merger Sub under the Knowledge of the Parent, Financing Commitment Letters or any other party thereto under any to the Financing Commitment LetterLetters. As of the date hereofof this Agreement, Parent is not aware of any fact, event there are no side letters or other occurrence agreements, Contracts or arrangements that makes any relate to the conditionality, availability, termination or amount of the representations and warranties of Parent in any Debt Financing, the Equity Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount all or any part of the Debt Financing (including any flex provisions) or the Equity Financing. Parent has fully paid all commitment fees or other than fees required to be paid on or prior to the date of this Agreement in connection with the Debt Financing and satisfied all of the other terms and conditions required to be satisfied by Parent on or prior to the date hereof. As of the date of this Agreement, assuming the satisfaction of the conditions precedent to the Merger set forth in the Financing Commitment Letters and, as of the date hereofSection 8.1 and Section 8.2, Parent has no reason to believe that it any of the conditions to the Debt Financing or the Equity Financing 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 Financingsatisfied, or nor does Parent have Knowledge that the full amount of the Debt Financing and the Equity Financing will not be made available to Parent as of the time the Closing is required to occur pursuant to Section 2.2 in accordance with the terms of the Debt Letters. Notwithstanding anything to the contrary contained herein, the Company agrees that a breach of this representation and warranty shall not result in the failure of a condition precedent to the Company’s obligations under this Agreement if (notwithstanding such breach) Parent and Merger Sub are willing and able to consummate the Merger on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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. (a) The aggregate amount of funds contemplated to be provided pursuant to the Financing Letters (as defined below), together with the cash on hand of Parent understands and acknowledges that its Subsidiaries, is sufficient, if funded, to (i) pay the aggregate Per Share Price and any other repayment or refinancing of Indebtedness contemplated by the Financing Letters; (ii) pay any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Financing; and (iii) satisfy all of the other payment obligations of the Parent and Parent, Merger Sub to consummate and the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the ParentSurviving Corporation contemplated hereunder. (b) Parent has and Merger Sub have delivered to the Company a true, correct and complete and correct copies copy of (i) (1) the fully executed commitment letter (the “Equity Financing Letter”), dated as of the date hereof, among Parent, Merger Sub and the other parties thereto (collectively, the “Equity Financing Sources”), pursuant to which the Equity Financing Sources have committed, subject to the terms thereof, to invest the cash amounts set forth therein (the “Equity Financing”) and (ii) the executed commitment letter, dated as of the date hereof (including all exhibitshereof, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among from Credit Suisse AGSecurities (USA) LLC, Credit Suisse Loan Funding LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Royal Bank of Canada, RBC Capital Markets, SunTrust Bank, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and ParentThe Bank of Tokyo-Mitsubishi-UFJ, 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 and fees in connection with such debt financing Ltd. (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Financing Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources lenders party thereto have agreedcommitted, on the terms and subject to the conditions set forth thereinterms thereof, to provide Parent with debt financing in lend the amounts set forth therein, the proceeds of which are to be used to fund the Transactions therein (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; ” (which term shall include, if applicable, high-yield bonds issued in lieu of certain of the debt facilities as contemplated under the Debt FinancingCommitment Letter) and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, complete and (3) the fully executed correct copy of any fee letters relating to each of letter in connection with the Debt Commitment Letters; provided Letter (it being understood that the fee amounts, flex provisions and other economic terms (other than any such term that would (x) reduce fee letter provided to the aggregate amount of the Debt Financing or (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) Company may be redacted in to omit the numerical amounts provided therein) (any such fee letter, a customary manner; and (ii) the Equity Commitment “Fee Letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions specified therein.”) (c) As of the date hereof, each the Financing Letters have not been amended or modified and none of the respective obligations and commitments contained in the Financing Commitment Letters is have been withdrawn or rescinded in any respect. The Financing Letters, in the form so delivered to the Company on the date hereof, are in full force and effect and is a as of the date hereof. The Financing Letters are (i) legal, valid, valid and binding and enforceable obligation obligations of Parent (to the extent party thereto) and Merger Sub, as applicable, and, to the Knowledge of Parent, each of the other parties thereto and (ii) enforceable in accordance with their respective terms against Parent and Merger Sub, as applicable, and, to the Knowledge of Parent, each of the other parties thereto, in each case subject except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally. The Financing Letters and the Fee Letter contain all of the conditions precedent to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case obligations of the Debt Commitment Letters only), each parties thereunder to make the Financing available to Parent on the terms therein and there are no other conditions precedent or other contingencies related to the funding of the Financing Commitment Letters is enforceable against full amount of the parties thereto in accordance with its terms, subject to the Enforceability ExceptionsFinancing. 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereofthis Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or material breach on the part of Parent oror Merger Sub, as applicable, or to the Knowledge of the Parent, any other party thereto parties thereto, under the Financing Letters or that makes any of the assumptions or statements set forth in the Financing Commitment LetterLetters inaccurate in any material respect. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any and subject to the satisfaction of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in Article VI and the Financing Commitment Letters andperformance by the Company of its obligations under this Agreement, as of the date hereof, neither Parent nor Merger Sub has no any reason to believe that it any of the conditions to the Financing contemplated in the Financing Letters 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 and Merger Sub at or prior to the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees and any and all or other fees which are due and expenses, in each case as are required to be paid payable on or before prior to the date hereof pursuant to the terms of the Financing Commitment Letters. Other than the Fee Letter and as set forth in Schedule 3.10(c), there are no side letters or other Contracts to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Financing Letters. (d) As of the date hereof, none of Parent, Merger Sub or any of their respective Affiliates is a party to any Contracts, or any commitment to enter into any Contracts, with any Person (including any Company Stockholder, director, officer or employee of the Company or its Subsidiaries) concerning any investments to be made in, or contributions to be made to, Parent or Merger Sub in connection with the Merger and/or any other transactions contemplated by this Agreement other than as set forth in the Financing Letters. (e) As of the date hereof, neither Parent nor Merger Sub has (i) retained any financial advisor on a basis exclusive to Parent or Merger Sub other than advisors to which the Company Board (or any authorized committee thereof) has previously consented or (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or binding understanding with any bank or investment bank or other potential provider of debt or equity financing that explicitly prohibits such provider from providing or seeking to provide such financing or financial advisory services to any third party in connection with a transaction relating to the Company or its Subsidiaries (including in connection with the making of any Alternative Transaction Proposal), in the case of clauses (i) and (ii), in connection with the Merger or the other transactions contemplated by this Agreement. Neither Parent nor Merger Sub has caused or induced any Person to take any action that, if taken by Parent or Merger Sub, would be a breach of, or would cause to be untrue, any of the representations in this Section 3.10(e).

Financing. (a) Parent understands The amount of funds contemplated to be provided to Purchaser at the Closing pursuant to the Equity Financing Commitments and acknowledges that the Debt Financing Commitments will be sufficient to (i) pay the Closing Purchase Price, (ii) pay any and all fees and expenses required to be paid by Purchaser in connection with the transactions contemplated by this Agreement (including the Purchaser Financing), and (iii) satisfy all of the other payment obligations of Purchaser hereunder required to be paid in connection with the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the ParentClosing. (b) Parent Purchaser has delivered to the Company Seller a true, accurate and complete and correct copies copy of (i) an executed commitment letter dated as of the date hereof, by and between Purchaser Guarantor and Purchaser (the “Equity Financing Commitment”) , pursuant to which Purchaser Guarantor has committed, subject to the terms thereof, to provide Purchaser the cash amount set forth therein (1the “Equity Financing”) and which expressly provides that Seller is a third party beneficiary thereto and is entitled to enforce the provisions thereof and (ii) the fully executed debt commitment letterletters, dated as of the date hereof hereof, among Purchaser and the Debt Financing Sources and all related fee letters associated therewith (such commitment letters and fee letters, including all exhibits, annexesschedules, schedules annexes and term sheets attached amendments thereto, collectively, the “OpCo Debt Commitment LetterFinancing Commitments” and such Debt Financing Commitments, together with the Equity Financing Commitment, the “Financing Commitments”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources counterparties party thereto have agreedcommitted, on the terms and subject to the conditions set forth thereinterms thereof, to provide Parent with lend to Purchaser the debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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 “Purchaser Financing”), 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 or (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 provisions specified therein. (c) As The Financing Commitments are (i) legal, valid and binding obligations of Purchaser and Purchaser Guarantor, as applicable, and, to the date hereofknowledge of Purchaser, each of the Financing Commitment Letters is other parties thereto and (ii) enforceable in full force accordance with their respective terms against Purchaser and/or Purchaser Guarantor, as applicable, and effect and is a legal, valid, binding and enforceable obligation each of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties theretothereto except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (a proceeding in the case of the Debt Commitment Letters onlyequity or at law), 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 Commitments have been amended, supplemented amended or modified in any respectmodified, and as of the respective commitments contained therein have not date hereof no such amendment or modification has been withdrawn, terminated, rescinded or otherwise modified in proposed by any respect, nor, party to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (Financing Commitments other than to add lenders, lead additional arrangers, bookrunners, syndication agents lenders or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, commitment parties as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))Section 5.16. As of the date hereof, the obligations and commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect by the Purchaser, or, to the knowledge of the Purchaser, the other parties thereto. As of the date hereof, the Financing Commitments are in full force and effect. As of the date hereof, assuming the representations and warranties in Article III are true and correct in a manner that satisfies the condition set forth in Section 6.2(b), no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or material breach under the Financing Commitments on the part of Parent Purchaser or Purchaser Guarantor, as applicable, or, to the Knowledge knowledge of the ParentPurchaser, any other party thereto under parties to the Financing Commitments or (y) result in all or any portion of the Purchaser Financing Commitment Letterbeing unavailable on the Closing Date. As of the date hereof, Parent is not aware assuming the conditions set forth in Section 6.2(a) and Section 6.2(b) of any factthis Agreement will be satisfied, event or other occurrence Purchaser has no reason to believe that makes any of the representations and warranties conditions to the Purchaser Financing contemplated in the Financing Commitments will not be satisfied or that the Purchaser Financing will not be made available to Purchaser on or prior to the Closing Date, and, to the knowledge of Parent Purchaser, Purchaser has no reason to believe that any of the Debt Financing Sources will not perform their respective funding obligations with respect to the Debt Financing under the Debt Financing Commitments. There are no side letters or other agreements, contracts or arrangements related to the funding or provision, as applicable, of the Purchaser Financing other than as expressly set forth in any the Financing Commitment Letter inaccurate in any material respectCommitments delivered to Seller prior to the date hereof. There are no conditions precedent or other contingencies directly or indirectly related to the funding or provision, as applicable, of the full amount of the Financing (including any flex provisions) Purchaser Financing, other than the conditions precedent as expressly set forth in the Financing Commitment Letters and, as of Commitments delivered to Seller prior to the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of hereof (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“Disclosed Conditions”). Other than the Financing Commitment LettersDisclosed Conditions, there are no side letters conditions precedent or other Contracts, arrangements or understandings (written or oral) directly or indirectly contingencies related to the Financing (except for customary fee lettersfunding or provision, engagement letters relating to the Debt Financing and non-disclosure agreementsas applicable, 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 Purchaser Financing not otherwise contained in the Financing Commitment Letters. There is no condition that would permit any party to the Financing Commitments to reduce the satisfaction of which would prevent aggregate amount available to be funded or provided, as applicable, under 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, 6.2Financing Commitments. Purchaser has fully paid, or 6.3 hereof caused to be fully paid, any and all commitment or other fees in connection with the satisfaction of Financing Commitments which would prevent the satisfaction of a condition are due and payable on or prior to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement)date hereof. As of the date hereof, Parent assuming the representations and warranties in Article III are true and correct in a manner that satisfies the condition set forth in Section 6.2(b), Purchaser is not aware of any fact or its Affiliates have fully paid, occurrence that makes any of the representations or caused to be paid, warranties of Purchaser in 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 LettersCommitments inaccurate in any such respect. Purchaser affirms that it is not a condition to any of Purchaser’s obligations under this Agreement that Purchaser obtain the Purchaser Financing or any other financing for or related to any of the transactions contemplated hereby.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letter, dated on or prior to the date hereof, between Merger Sub and the Debt Financing Sources party thereto (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the fee letter is subject to redactions of commercially sensitive information), as may be amended, supplemented or modified in accordance with the terms hereof, collectively, the “Debt Financing Commitments”), pursuant to which the Debt Financing Sources party thereto have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein (the “Debt Financing”) for the purposes of funding the transactions contemplated by this Agreement, and related fees, costs and expenses, (ii) the executed commitment letters, dated as of the date hereof hereof, between Parent and each of Biomedical Treasure Limited, Biomedical Future Limited and CC China (2019B) L.P., respectively (including all exhibits, annexes, schedules and term sheets attached theretoannexes thereto (if any), as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, collectively, the “OpCo Debt Equity Commitment LetterLetters”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreedsuch Guarantor has committed, on subject to the terms and subject to the conditions set forth therein, to provide Parent with debt financing in the amounts invest each amount set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “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 theretocollectively, the “AssetCo Debt Commitment Letter” and, together with Cash Financing”) and (iii) the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters Support Agreement (together with the Equity Commitment LetterLetters, collectively, the “Equity Financing Commitments” and together with the Debt Financing Commitments, collectively, the “Financing Commitment LettersCommitments”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on subject to the terms and subject to the conditions set forth therein, to provide Parent with debt financing in the amounts set forth therein, the proceeds Rollover Securityholders have committed to contribute to Parent, immediately prior to the Effective Time, the number of which are Rollover Securities set forth therein and to be used to fund consummate the Transactions Merger and other transactions contemplated by this Agreement (the “AssetCo Debt Financing” and, together with the OpCo Debt Cash Financing, collectively, the “Debt Equity Financing”; ” and together with the Debt Financing, together with the Equity Financingcollectively, the “Financing”), and (3) the fully executed fee letters relating to each of the Debt . Each Equity Financing 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 or (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, provides that the Company is a third party beneficiary thereto thereof and entitled to enforce such Equity Financing Commitment in accordance with respect to the provisions specified terms and conditions set forth therein. (c) . As of the date hereof, each of the Financing Commitment Letters is Commitments are in full force and effect with respect to, and is a are the legal, valid, binding and enforceable obligation of Parent obligations of, Parent, Merger Sub (to the extent party theretoas applicable) and, to the Knowledge knowledge of Parent, each of the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its termscase, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. (b) None of the Financing Commitments has been amended or modified prior to the date of this Agreement. As of the date hereofof this Agreement, none no such amendment or modification is contemplated save for any amendment, supplement or modification of the Debt Financing Commitment Letters have been amended, supplemented Commitments which is or modified will be made in any respectcompliance with ‎Section 6.11, and the respective obligations and commitments contained therein in the Financing Commitments have not been withdrawn, terminated, terminated or rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any respect and no such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated is contemplated. Parent or Merger Sub has paid any and all fees that are due and payable on or prior to the subject date of discussions this Agreement pursuant to the terms and conditions of the Financing Commitments and will pay when due all other fees arising thereunder as and when they become due and payable pursuant to the terms and conditions of the Financing Commitments. (other than to add lendersc) Except as expressly set forth in the Debt Financing Commitments (including any fee letter and customary engagement letters and non-disclosure agreements that do not impact the conditionality, lead arrangersavailability or amount of the Financing), bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent there are no side letters or other similar entity Contracts to which Parent or Merger Sub is a Qualified Bankparty that imposes conditions to, and (ii) in no event shall affects, or modifies, amends or expands the addition conditions to, the availability of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount funding of the Debt 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, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). transactions contemplated hereby. (d) As of the date hereof, 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 material breach on the part of Parent or Merger Sub or, to the Knowledge knowledge of the Parent, any other party thereto parties thereto, under any the Financing Commitment LetterCommitments that would prevent or delay Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereunder. The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the applicable Financing available to Parent or Merger Sub on the terms and conditions therein. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has Merger Sub have no reason to believe that it any of the conditions to the Financing contemplated by the Financing Commitments will not be able to satisfy any term satisfied 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 or Merger Sub on the Closing Date. Other than the Financing Commitment Letters, there ; provided that Parent and Merger Sub are no side letters not making any representations 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 warranties regarding the conditions set forth in Sections 6.1clause (3) in this ‎Section 4.7‎(d). Assuming (1) the conditions in ‎Section 7.1, 6.2‎Section 7.2(a) and ‎Section 7.2‎(b) are satisfied or waived, 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 (2) the Financing is funded in accordance with the Financing Commitments and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), 3) the aggregate proceeds amount of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on Offshore Available Company Cash is at least US$480,000,000 as at the Closing Date, are, Parent and Merger Sub will be, in an amount have on the Closing Date funds sufficient to (i) consummate pay the Closing upon aggregate Per Share Merger Consideration and the terms contemplated by this Agreement, other payments under ‎Article II and (ii) pay any and all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on Parent, Merger Sub and the Closing Date to consummate Surviving Company in connection with the TransactionsMerger, pay all such the other amounts (including refinancing or repayment of any debt transactions contemplated by this Agreement). As of Agreement and 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 LettersFinancing.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, correct and complete and correct copies of (i) (1) the fully executed commitment letter, dated as of the date hereof hereof, among Parent, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC and Column Financial, Inc. (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party counterparties thereto have agreedcommitted, on subject to the terms and subject to the conditions set forth thereinthereof, to provide Parent with debt financing in lend the amounts set forth therein, therein (the proceeds of which are financing to be used provided pursuant to fund the Transactions and fees in connection with such debt financing (the “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, together with the OpCo Debt Commitment Letter, as may be amended, modified, supplemented, replaced or extended from time to time after the “Debt Commitment Letters”; the Debt Commitment Letters together date hereof in compliance with the Equity Commitment Letter, the “Financing Commitment 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 FinancingSection 6.12, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), . (b) Parent expressly acknowledges and (3) the fully executed fee letters relating to each of the Debt Commitment Letters; provided agrees that the fee amounts, flex provisions and other economic terms (other than consummation of all or any such term that would (x) reduce the aggregate amount portion of the Debt Financing is not a condition to its and/or Merger Sub’s and or (y) impose any additional conditions or other contingencies (or otherwise amend, modify or expand any conditions or other contingencies in a manner adverse Partnership Merger Sub’s obligations to Parent) or adversely affect effect the availability or timing Closing. Assuming the accuracy of the funding representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company of its obligations hereunder, the amount of funds to be provided pursuant to the Debt Financing) may be redacted in a customary manner; and (ii) the Equity Commitment Letter, which providesif funded in accordance with the terms therein, together with other financial resources of Parent, Merger Sub and Partnership Merger Sub available on or prior to the time of Closing, including cash on hand and marketable securities of Parent, Merger Sub, Partnership Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, will be sufficient to consummate the Mergers, the Transactions and to pay its and its affiliates’ respective monetary obligations that are due on or prior to the Closing Date under this Agreement, including payment of the Merger Consideration, and shall continue the payment or funding of all fees, costs, expenses and reserves incurred, payable or required to providebe funded by Parent, that Merger Sub, Partnership Merger Sub, any of their affiliates and, to the extent responsible hereunder, the Company is a third party beneficiary thereto with respect on or prior to the provisions specified thereinClosing Date in connection with this Agreement and the Transactions. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge none of Parent, the other parties theretoMerger Sub or Partnership Merger Sub, in each case subject or to the Enforceability Exceptions. Assuming due and valid execution by each knowledge of Parent, any other party counterparty thereto (is in the case breach of any of its covenants or other obligations set forth in, or is in default under, 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, norLetter, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each caseknowledge, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, no event has occurred whichor circumstances exist that, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default or material breach on the part of Parent orParent, Merger Sub or Partnership Merger Sub, or to the Knowledge knowledge of the Parent, any other party thereto counterparty thereto, under the Debt Financing, (ii) constitute or result in a failure to satisfy a condition precedent set forth in the Debt Financing or (iii) otherwise result in any portion of the Debt Financing Commitment Letterbeing unavailable. As of the date hereof, Parent is not aware none of Parent, Merger Sub or Partnership Merger Sub has received any fact, event notice or other occurrence that makes communication from any party to the Debt Commitment Letter with respect to (1) any breach or default on the part of Parent, Merger Sub, Partnership Merger Sub or any other party to the Debt Commitment Letter or (2) any intention of such party to terminate the Debt Commitment Letter, to not provide all or any portion of the Debt Financing or to require any additional reserves not contemplated by the Debt Commitment Letter or for expenses to be paid by Parent or any of its affiliates on prior to or as a condition to the representations consummation of the Debt Financing at Closing other than as provided in the Debt Commitment Letter. (d) As of the date hereof, the Debt Commitment Letter is a legal, valid, binding and warranties enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto, is in any Financing full force and effect, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (e) Other than as set forth in the Debt Commitment Letter inaccurate in and any material respect. There fee letter (a “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Letters”), a copy of which has been provided to the Company prior to the date hereof, there are no conditions precedent or other contingencies directly or indirectly related to the funding of the full net amount of the Debt Financing (including or any flex provisions) other than contingencies that would, or would reasonably be expected to, reduce the conditions precedent set forth in aggregate amount of the Financing Commitment Letters and, as Debt Financing. As of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, understandings or arrangements or understandings (in each case, whether written or oral) directly imposing conditions or indirectly related other contingencies 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 full amount (including after i.e., before giving effect to any pricing flex that results loan reduction provisions in OID, if exercised), the aggregate Debt Commitment Letter) of the proceeds of the Debt Financing or otherwise affect the availability of the Debt Financing, together with other unrestricted cash and cash equivalents on hand of Parent on than those set forth in the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant Debt Financing Letters delivered to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) Company prior 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)date hereof. As of the date hereof, Parent or its Affiliates Parent, Merger Sub and Partnership Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees and any and all or other fees which are due and expenses, in each case as are required to be paid payable on or before prior to the date hereof pursuant to the terms of the Debt Financing Commitment Letters.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent The Purchaser has delivered to the Company true, Seller true and complete and correct copies of executed commitment letters with the lenders and arrangers party thereto (collectively, the “Lenders”) (including (i) all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (other than any fee letters) and (ii) any fee or engagement letters with the Lenders associated therewith that contain any conditions to funding or “flex” provisions, but excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) (collectively, the “Debt Commitment Letters”) , pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the transactions contemplated by this Agreement (1) the fully “Debt Financing”). The Purchaser has also delivered to the Seller a true and complete copy of the executed equity commitment letterletter (including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement), dated as of the date hereof of this Agreement, between Parent and the Investor (including all exhibits, annexes, schedules the “Equity Commitment” and term sheets attached theretotogether with the Debt Commitment Letters, the “OpCo Debt Commitment LetterFinancing Commitments”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have Investor has agreed, subject to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the funds required to pay the Closing Payment upon the Closing pursuant to this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Acquisition Financing”). The Financing Commitments, together with any available cash of Parent and its Subsidiaries, will be sufficient for the Purchaser to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth therein, to provide herein. The Purchaser or Parent with debt financing in has fully paid any and all commitment fees or other fees required by the amounts set forth therein, the proceeds of which are Financing Commitments to be used to fund the Transactions and fees in connection with such debt financing (the “OpCo Debt Financing”), (2) the fully executed warehouse facility commitment letter, dated as of paid on or before the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with of this Agreement. The Seller is an express third party beneficiary of the Equity Commitment Letterand is entitled to enforce such agreement, and the “Financing Commitment Letters”Investor has agreed, subject in all respects to Section 10.14(b), between Credit Suisse AGnot to oppose the granting of an injunction, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreed, specific performance or other equitable relief on the terms and subject to basis that Parent or the conditions set forth thereinSeller, to provide Parent with debt financing in the amounts set forth thereinas applicable, 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”), 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 or (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 provisions specified thereinhas an adequate remedy at law. (cb) As of the date hereofof this Agreement, each of the Financing Commitment Letters is Commitments are in full force and effect and is a are the legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto Purchaser (in the case of the Debt Commitment Letters onlyLetters), each Parent (in the case of the Financing Commitment Letters is Equity Commitment) and, to the Purchaser’s Knowledge, the other parties thereto, enforceable against the such parties thereto in accordance with its their terms, subject to the Enforceability Exceptionsexcept as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. As of the date hereofof this Agreement, none the obligations of the Financing Commitment Letters have been amended, supplemented or modified in any respect, Lenders and the respective commitments contained therein have not been withdrawnInvestor, terminated, rescinded or otherwise modified in any respect, noras applicable, to Parent’s Knowledge, is fund the commitments under the Financing Commitments are not subject to any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (conditions other than as expressly set forth in the Financing Commitments. Except as previously disclosed to add lendersthe Seller, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereofof this Agreement, in each casethere are no side letters, understandings or other agreements, arrangements or other Contracts relating to the funding or investing, as contemplated by and in accordance with such Debt Commitment Letter; providedapplicable, 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 of the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate full amount of the Debt Acquisition 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 other than as expressly set forth in the Debt Commitment Letters (unless, in each case, Financing Commitments furnished to the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)Seller pursuant to Section 4.4(a). As of the date hereofof this Agreement, to the Purchaser’s Knowledge, no event has occurred which, that (with or without notice, lapse of time time, or both, ) would constitute a breach or default under the Financing Commitments by the Purchaser 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 hereofof this Agreement, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 assuming the satisfaction of the conditions set forth in Sections 6.1Section 7.1 and Section 7.2 of this Agreement, 6.2to the Purchaser’s Knowledge, and 6.3 hereof, and there is are no condition facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in Sections 6.1the Financing Commitments not being satisfied or (ii) the Acquisition Financing not being made available to the Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, 6.2(A) none of the Financing Commitments have been amended or modified and (B) the respective commitments contained in the Financing Commitments have not been withdrawn, modified or 6.3 hereof rescinded in any respect. Notwithstanding anything in this Agreement to the satisfaction contrary, the Purchaser acknowledges and agrees that the obtaining of which would prevent all or any part of the satisfaction of Acquisition Financing is not a condition to Closing or the Financing. Upon the funding consummation of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms transactions contemplated by this Agreement, (ii) and that, irrespective and independently of the availability of the Acquisition Financing, the Purchaser shall be obligated to pay the Purchase Price and meet all other amounts payable by Parent or its Affiliates pursuant financial obligations under this Agreement and the Ancillary Agreements, subject only to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing satisfaction or repayment of any debt contemplated by this Agreement). As waiver 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, conditions set forth in each case as are required to be paid on or before the date hereof pursuant to the terms of the Financing Commitment LettersArticle VII.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent Investor has delivered to the Company true, complete and correct copies of of: (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibitsby and among UBS Loan Finance LLC, annexesUBS Securities LLC, schedules and term sheets attached theretoDeutsche Bank AG New York Branch, the “OpCo Debt Commitment Letter”)Deutsche Bank AG Cayman Islands Branch, among Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Loan Funding Securities (USA) LLC and ParentInvestor (the “Debt Financing Commitment”), pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to provide Parent with debt financing in lend the amounts set forth therein, therein to the proceeds Company for the purpose of which are to be used to fund funding the Transactions and fees in connection with such debt financing transactions contemplated by this Agreement (the “OpCo Debt Financing”), ; (2ii) the fully executed warehouse facility equity commitment letter, dated as of the date hereof among Investor and ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P. (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment LetterEquity Financing Commitment” and, and together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment LetterFinancing Commitment, the “Financing Commitment LettersCommitments”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, ▇▇▇▇▇▇▇, Dubilier & Rice Fund VIII, L.P., has committed to provide Parent with debt financing invest the cash amount in the amounts Investor set forth therein, the proceeds of which are to be used to fund the Transactions in its Equity Financing Commitment (the “AssetCo Debt Equity Financing” and, and together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (3iv) the fully executed fee letters relating to each engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Debt Commitment Letters; Financing Commitments, the Fee Letter or the Engagement Letter has been amended or modified prior to the date of this Agreement (provided that the fee amounts, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount existence or exercise of the Debt Financing “flex” provisions contained in the Fee Letter shall not constitute an amendment or (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 modification of the funding of the Debt Financing) may be redacted in a customary manner; and (ii) the Equity Commitment LetterFinancing Commitments), which providesand, and shall continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions specified therein. (c) As as of the date hereof, each the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability ExceptionsCommitments. As of the date hereof, none the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing Commitment Letters have been amended, supplemented (including any “flex” provisions) under any agreement relating to the Financing to which Investor or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity its Affiliates is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))party. As of the date hereof, no event has occurred which, which would constitute a breach or default (or with notice or without notice, lapse of time or both, both would constitute a default or material breach on default) by Investor under the part of Parent Financing Commitments, or, to the Knowledge knowledge of Investor, 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related parties 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 LettersCommitments. There is no condition to the Financing the satisfaction of which would prevent the satisfaction of the conditions set forth in Sections 6.1, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be Investor has fully 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 fully paid all commitment fees and any and all or other fees and expenses, in each case as are required to be paid on or before prior to the date hereof pursuant to the terms Financing Commitments. Assuming the accuracy of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitment LettersCommitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunder.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent The Buyer has delivered to the Company true, true and complete and correct copies of (i) (1a) the a fully executed commitment letter, dated as of the date hereof letter (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”)) from JPMorgan Chase Bank, among Credit Suisse AGN.A., Credit Suisse Loan Funding LLC and ParentDeutsche Bank Trust Company Americas, pursuant to which the Parent Financing Sources party thereto have agreedL▇▇▇▇▇ Commercial Paper Inc. W▇▇▇▇ Fargo Foothill, on the terms and subject to the conditions set forth therein, Inc. to provide Parent the Buyer with debt financing (i) up to $475,000,000 in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing a senior secured first-lien term loan facility (the “OpCo First-Lien Term Facility”), (ii) up to $50,000,000 in a senior secured revolving credit facility (the “Revolving Facility”), and (iii) up to $250,000,000 in a senior secured second-lien credit facility (the “Second-Lien Facility”, and together with the First-Lien Term Facility and the Revolving Facility, the “Debt Financing”), and (2b) the a fully executed warehouse facility commitment letter, dated as of the date hereof letter (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Equity Commitment Letter” and”, and together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; ) from Golden Gate Private Equity, Inc. to provide equity financing to the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant Buyer in an amount up to which the Parent Financing Sources party thereto have agreed, $270,000,000 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 therein (the “AssetCo Debt Equity Financing” and”, and together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), and (3) the fully executed fee letters relating to each of the . 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 or (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 providesin the form so delivered, and shall continue to provide, that the Company is a third party beneficiary thereto with respect legal, valid and binding obligation of the Buyer and, to the provisions specified therein. (c) As knowledge of the Buyer as of the date hereof, each of the Financing other parties thereto. The Equity Commitment Letters Letter, in the form so delivered, is in full force and effect and is a legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would would, individually or in the aggregate, constitute a default or material breach on the part of Parent or, to the Knowledge Buyer under any term or condition of the Parent, any other party thereto under any Financing Debt Commitment Letter or the Equity Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent Buyer has no reason to believe that it will not be able unable to satisfy on a timely basis any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 it contained in the Financing Debt Commitment LettersLetter or the Equity Commitment Letter. There is no condition to the Financing the satisfaction of which would prevent the satisfaction of the conditions set forth in Sections 6.1, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be The Buyer has fully 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 or other fees and expensesfees, in each case as are if any, required by the Debt Commitment Letter to be paid on or before the date hereof pursuant to the terms of the Financing Commitment Lettersthis Agreement.

Financing. (a) Parent understands At the Closing, the Buyer and acknowledges that the obligations of Acquisition Sub will have available all the Parent and Merger Sub funds necessary to consummate purchase all the Transactions are not in any way contingent upon or otherwise subject Shares pursuant to the Parent’s consummation of any financing arrangement, Merger and to pay all fees and expenses payable by the Parent’s obtaining of any financing Buyer or the availability, grant, provision or extension of any financing Acquisition Sub related to the Parenttransactions contemplated by this Agreement. (b) Parent has delivered to The Buyer and the Company trueAcquisition Sub have received a commitment letter dated February 11, complete and correct copies of 2007 (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”)) from ▇▇▇▇▇▇ Brothers Inc. and certain of its affiliates, among Credit Suisse AGtogether with certain other financial institutions (collectively, Credit Suisse Loan Funding LLC and Parent, pursuant the “Lenders”) relating to which the Parent Financing Sources party thereto have agreed, commitment of the Lenders to provide debt financing required to consummate the Merger on the terms and subject to the conditions set forth thereincontemplated by this Agreement, to provide Parent with debt refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the amounts set forth therein“Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing 2007 (the “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 Equity Commitment LetterLetters” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; ) from Comverse Technology, Inc. (“Equity Investor”) relating to the Debt Commitment Letters together with commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter, Letter is referred to herein as the “Financing Commitment 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 Equity Financing”; the Debt Equity Financing, together with the Equity Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (3subject to the Buyer’s rights under Section 6.11(a) 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 or (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 amendments, modifications and/or replacement thereof) will be, at all times until replaced by the provisions specified therein. (c) As of the date hereofdefinitive agreements contemplated thereby, each of the Financing Commitment Letters is valid, binding and in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to no event within the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case direct or indirect control 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 Buyer or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, no event Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a default or material breach condition precedent on the part of Parent or, to the Knowledge of Buyer or the Parent, any other party thereto Acquisition Sub under any Financing Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, a true and complete and correct copies of (i) (1) the fully executed copy of the commitment letter, dated as of the date hereof November 23, 2008, between Parent, Credit Suisse Securities (USA) LLC, Credit Suisse, Cayman Islands Branch, Wachovia Capital Markets, LLC and Wachovia Bank, National Association, including all exhibits, annexes, schedules and term sheets attached thereto, amendments to such letter in effect as of the date of this Agreement (the “OpCo Debt Commitment Letter”) (together with a true and complete copy of any “flex” provisions with respect to the financing contemplated by the Debt Commitment Letter), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the terms and subject to the terms and conditions set forth therein, thereof each of the parties thereto (other than Parent) has agreed to provide Parent with debt financing in lend the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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”; ) for the purpose of funding the transactions contemplated by this Agreement. The Debt FinancingCommitment Letter has not been amended, together with restated or otherwise modified prior to the Equity Financing, the “Financing”)date of this Agreement, and (3) the fully executed fee letters relating to each of respective commitments contained in the Debt Commitment Letters; provided that the fee amountsLetter have not been withdrawn, flex provisions and other economic terms (other than modified or rescinded in any such term that would (x) reduce the aggregate amount of the Debt Financing or (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 prior to the provisions specified therein. (c) date of this Agreement. As of the date hereofof this Agreement, each of the Financing Debt Commitment Letters Letter in the form so delivered is in full force and effect and is a constitutes the legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge knowledge of ParentParent and Merger Sub, the other parties thereto, in each case subject . There are no conditions precedent (including pursuant to any “flex” provisions) related to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in funding of the case full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letters only)Letter. Assuming that the Debt Financing is funded, each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its termsParent and Merger Sub shall have sufficient cash available as and when needed, subject to the Enforceability Exceptionsterms hereof, to pay for the shares tendered pursuant to the Offer and the aggregate Merger Consideration, the aggregate Option Amount, the aggregate Stock Unit/Restricted Stock Amount, the aggregate Company Performance Unit Amount as well as make any and all other payments required in connection with the transactions contemplated by this Agreement. As of the date 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereofthis Agreement, 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 under the Debt Commitment Letter or, to the Knowledge knowledge of the ParentParent or Merger Sub, any other party thereto under any Financing Commitment Letter. As of to the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Debt Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereofof this Agreement, neither Parent nor Merger Sub has no any reason to believe that it any of the conditions to the Debt Financing to be satisfied by Parent or Merger Sub will not be able to satisfy any term or condition of closing satisfied or, assuming the Company’s compliance with this Agreement and the satisfaction of the Financing that is required to be satisfied as a condition of the FinancingOffer Conditions, or that the full amount of the Debt Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related prior to the Financing (except such time as Merger Sub is required to accept for customary fee letters, engagement letters relating to the Debt Financing payment and non-disclosure agreements, none pay for shares 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 Company Common Stock validly tendered and 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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates withdrawn pursuant to the Offer. Parent has fully paid all commitment fees or other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date prior 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 of this Agreement pursuant to the terms of the Financing Debt Commitment LettersLetter.

Financing. The Company has received copies of (a) Parent understands a commitment letter dated March 20, 1998 from DLJ Merchant Banking Partners II, L.P., and acknowledges that the obligations certain of its affiliates pursuant to which each of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise foregoing has committed, subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 purchase securities of which are MergerSub for an aggregate amount equal to be used to fund the Transactions and fees in connection with such debt financing (the “OpCo Debt Financing”)$54,999,997.50, (2b) the fully executed warehouse facility commitment lettera letter dated March 20, dated as of the date hereof 1998 from DLJ Bridge Finance, Inc. (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, "DLJ Bridge Fund") pursuant to which the Parent Financing Sources party thereto have agreedDLJ Bridge Fund has committed, on subject to the terms and subject to the conditions set forth therein, to provide Parent with debt financing purchase senior pay-in-kind increasing rate notes of the Company in the amounts amount of $110,000,000 and (c) a commitment letter dated March 20, 1998 from DLJ Capital Funding, Inc. ("DLJ Senior Debt Fund") pursuant to which DLJ Senior Debt Fund has committed, subject to the terms and conditions set forth therein, to enter into one or more credit agreements providing for loans to the proceeds corporation surviving the Reorganization Merger of which are up to $350,000,000. As used in this Agreement, the aforementioned entities shall hereinafter be referred to as the "Financing Entities". The aforementioned credit agreements and commitments to purchase equity securities of MergerSub shall be referred to as the "Financing Agreements" and the financing to be used provided thereunder shall be referred to fund as 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”), 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 ." The aggregate amount of the Debt Financing or (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 provisions specified therein. (c) As of the date hereof, each proceeds of the Financing Commitment Letters is are in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (an amount sufficient to pay the extent party thereto) andMerger Consideration, to repay the Knowledge Company's and its Subsidiaries' indebtedness (excluding for this purpose capital lease obligations) together with any interest, premium or penalties payable in connection therewith, to provide a reasonable amount of Parentworking capital financing and to pay related fees and expenses (collectively, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only"Required Amounts"), 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee letters, engagement commitment letters relating to the Debt Financing Agreements referred to above has been withdrawn and non-disclosure agreements, none MergerSub does not know of which impact the conditionality, timing any facts 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 circumstances that may reasonably be expected to the timing or availability of the Financing not otherwise contained result in the Financing Commitment Letters. There is no condition to the Financing the satisfaction of which would prevent the satisfaction any 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 commitment letters relating to the FinancingFinancing Agreements not being satisfied. Upon MergerSub believes that the funding Financing will not create any liability to the directors and stockholders of the Financing in accordance with and subject to its terms and conditions (including after giving effect to Company under any pricing flex that results in OIDFederal or state fraudulent conveyance or transfer law. MergerSub further believes that, if exercised)upon the consummation of the transactions contemplated hereby, the aggregate proceeds of including, without limitation, the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to Surviving Corporation (i) consummate the Closing upon the terms contemplated by this Agreementwill not become insolvent, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a partywill not be left with unreasonably small capital, (iii) will not have incurred debts beyond its ability to pay all related fees and expenses of Parent and its Affiliates and Representativessuch debts as they mature, and (iv) to will not have its capital impaired. MergerSub knows of no reason why the extent any other amounts are required to Merger will not 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 recorded as are required to be paid on or before the date hereof pursuant to the terms of the Financing Commitment Lettersa "recapitalization" for financial reporting purposes.

Financing. Parent has delivered to the Company true and complete fully executed copies of (aA) the commitment letter, dated as of July 23, 2012, between Parent understands and acknowledges that Bank of America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the obligations “Debt Financing Commitment”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) has agreed to lend the amounts set forth therein (the provision of such funds as set forth therein on the terms and conditions set forth therein, the “Debt Financing”) and (B) the investment agreement, dated as of July 23, 2012, between Parent and Carlyle Partners V, L.P. (the “Equity Financing Commitment”; and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which and subject to the terms and conditions thereof the party thereto (other than Parent) has agreed to invest the amounts set forth therein in the form of equity securities to be issued by Parent (the provision of such funds as set forth therein on the terms and conditions set forth therein, the “Equity Financing”; and, together with the Debt Financing, the “Financing”) for the purposes of permitting Parent and Merger Sub to consummate the Transactions are not in any way contingent upon Merger and the transactions contemplated hereby on a timely basis and to (i) effect, as required, the repayment or otherwise subject to the Parent’s consummation refinancing of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete outstanding Indebtedness that may become due and correct copies of (i) (1) the fully executed commitment letter, dated payable as a result of the date hereof Merger, (including ii) pay any and all exhibits, annexes, schedules fees and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 expenses required to be used to fund the Transactions paid by Parent and fees Merger Sub in connection with such debt financing the Merger and the Financing and (the “OpCo Debt Financing”), (2iii) the fully executed warehouse facility commitment letter, dated as satisfy all of the date hereof (including all exhibits, annexes, schedules other payment obligations of Parent and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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”), 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 or (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 provisions specified therein. (c) Merger Sub contemplated hereunder. As of the date hereofof this Agreement, each of the Financing Commitment Letters is Commitments, in the form so delivered, are in full force and effect and is a are legal, valid, valid and binding and enforceable obligation obligations of Parent (to the extent party thereto) and, to the Knowledge and Merger Sub and each of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each None 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 Commitments has been amended, supplemented or otherwise modified in any respectprior to the date of this Agreement, and the respective commitments contained therein in the Financing Commitments have not not, prior to the date of this Agreement, been withdrawn, terminated, withdrawn or rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereofof this Agreement, except for the payment of customary fees, there are no conditions precedent or other contingencies related to the funding of the full amounts of the Financing, other than as set forth in or contemplated by the Financing Commitments. Parent and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by them on or prior to the date of this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent oror Merger Sub, and to the Knowledge of the Parent, any other party thereto parties thereto, under any the Financing Commitment LetterCommitments. As of the date hereofof this Agreement, neither Parent is not aware of nor Merger Sub has any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it any of the conditions to the Financing contemplated by the Financing Commitments will not be able to satisfy satisfied or that any term or condition of closing portion of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing made thereunder will not otherwise be made available to Parent or Merger Sub on the Closing Date. Other than Parent will provide to the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related Company any amendments to the Financing Commitments, as promptly as possible (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 but in any event within 48 hours of the Financing) which could adversely impact the timing or availability effectiveness 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 (including after giving effect to any pricing flex that results in OID, if exercisedsuch amendment), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, a true and complete and correct copies copy of (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Equity Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, OTPP has committed to provide Parent with debt the financing in the amounts amount set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “OpCo Debt Equity Financing”), ) and (2ii) 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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, ▇▇▇▇▇ Fargo Bank, National Association has committed to provide Parent with debt financing up to the aggregate amount set forth therein for the purposes set forth in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions Debt Commitment Letter (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; ). Assuming the Debt Financing, together with accuracy of the Equity Financingrepresentations and warranties set forth in Article III and the performance by the Company of its obligations under this Agreement, the “Financing”), aggregate proceeds to be disbursed pursuant to the agreements contemplated by Equity Commitment Letter and (3) the fully executed fee letters relating to each of the Debt Commitment Letters; provided that Letter and together with available cash, cash equivalents and marketable securities of the fee amountsCompany, flex provisions and other economic terms in the aggregate, will be sufficient to (other than any such term that would (xi) reduce fund the payment of the aggregate amount Transaction Consideration in respect of the Debt Financing or (y) impose any additional conditions or other contingencies (or otherwise amendCommon Shares, 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) pay any and all fees and expenses required to be paid by Parent and Acquisition Sub in connection with the Amalgamation and the Equity Commitment Letter, which provides, Financing and shall continue to provide, that (iii) satisfy all of the Company is a third party beneficiary thereto with respect to the provisions specified therein. (c) other payment obligations of Parent and Acquisition Sub contemplated hereunder. As of the date hereofof this Agreement, each of the Financing Equity Commitment Letters Letter and the Debt Commitment Letter is in full force and effect and, to the knowledge of Parent and Acquisition Sub, is a legal, valid, valid and binding and enforceable obligation of Parent (to each of the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject case, except as enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (B) the Enforceability Exceptionsexercise by courts of equity powers. Assuming due and valid execution by each other party thereto (in Neither the case of Equity Commitment Letter nor the Debt Commitment Letters only)Letter has been amended, each supplemented or otherwise modified prior to the date of this Agreement, and the commitment contained in the Equity Commitment Letter or the Debt Commitment Letter, as applicable, has not, prior to the date of this Agreement, been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements relating to the Equity Commitment Letter or the Debt Commitment Letter that could affect the availability or aggregate amount of the Equity Financing or the Debt Financing, as applicable. The Equity Commitment Letters is enforceable against Letter does not violate the parties thereto in accordance with fund documents of OTPP and OTPP has the ability to make capital calls sufficient to satisfy its terms, subject to obligations under the Enforceability ExceptionsEquity Commitment Letter. As of the date hereofof this Agreement, none there are no conditions precedent or other contingencies related to the funding of the full amount under the Equity 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 (Debt Financing, other than to add lenders, lead arrangers, bookrunners, syndication agents as set forth in or other similar entities who had not executed a Debt contemplated by the Equity Commitment Letter as of or the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))as applicable. As of the date hereof, no No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or material breach on the part of Parent or, to or Acquisition Sub under the Knowledge of Equity Commitment Letter or the Parent, any other party thereto under any Financing Debt Commitment Letter. As Assuming the satisfaction of the date hereof, Parent is not aware conditions to Acquisition Sub’s obligation to consummate the Amalgamation and performance by the Company of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters andits obligations under this Agreement, as of the date hereofof this Agreement, neither Parent nor Acquisition Sub has no any reason to believe that it any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter or the Debt Financing contemplated by the Debt Commitment Letter 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 Equity Financing or the Debt Financing will not otherwise be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent Acquisition Sub 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 Lettersextent necessary.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully an executed equity commitment letter, dated letter in effect as of the date hereof (hereof, including all exhibits, annexesschedules, schedules annexes and term sheets attached thereto, amendments thereto (the “OpCo Debt Equity Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent) from the Guarantors, pursuant to which the Parent Financing Sources party thereto Guarantors have agreedcommitted to provide to Parent, on subject to the terms and subject to the conditions set forth therein, to provide Parent with debt equity financing in the amounts amount set forth thereintherein for the purposes of financing a portion of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Closing under this Agreement (the “Equity Financing”), which Equity Commitment Letter provides that the Company is a third party beneficiary thereof and is entitled to enforce such agreements, in each case to the extent expressly provided for in the enforcement provisions of the Equity Commitment Letter, and (ii) an executed debt financing commitment letter from the Lenders in effect as of the date hereof, including all exhibits, schedules, annexes and amendments thereto, and each fee letter associated therewith (collectively, the proceeds of which are to be used to fund the Transactions “Fee Letter,” and fees in connection together with such debt financing (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”) (it being understood that the Fee Letter may be customarily redacted; provided, however, that no provisions that, or that could reasonably be expected to, adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Effective Time may be redacted), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Lenders have committed to provide to Parent Financing Sources party thereto have agreedand/or Merger Sub, on subject to 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 therein (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), and (3) the fully executed fee . There are no side 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 or (y) impose any additional conditions or other contingencies (agreements, Contracts, understandings or otherwise amend, modify arrangements to which Parent or expand any conditions or other contingencies in Merger Sub is a manner adverse party that could reasonably be expected to Parent) or adversely affect the availability or timing of the funding Financing other than as expressly set forth in the Commitment Letters delivered to the Company pursuant to this Section 4.9(a) (it being understood and agreed that: (i) Parent or a subsidiary thereof may issue senior notes or other debt securities in lieu of all or a portion of the senior bridge facility referred to in the Debt Financing) may be redacted in a customary manner; and Commitment Letter, (ii) Parent or its affiliates may, in its or their sole and absolute discretion (but shall not be required to), issue preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and (iii) Permitted Co-Investors may be added to the Equity Commitment Letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect Letter or deliver an equity commitment letter of their own in substantially similar form (except for amount) to the provisions specified thereinEquity Commitment Letter for a portion of the Equity Financing). (cb) As of the date hereof, of this Agreement: (i) each of the Financing Commitment Letters Letter is in full force and effect and is a the legal, valid, binding and enforceable obligation of each of the Guarantors, Parent (and Merger Sub, as applicable, and to the extent party thereto) and, to the Knowledge knowledge of Parent, each of the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due case, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and valid execution by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting creditors’ rights and remedies generally; (ii) 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 Letter has not been amended, supplemented amended or modified in any respect, respect and the respective commitments contained therein have not been withdrawn, terminated, rescinded no such amendment or otherwise modified in any respect, nor, to Parent’s Knowledge, modification is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions pending (other than amendments or modifications to the Debt Commitment Letter solely (A) to add lenders, lead arrangers, bookrunners, syndication agents and similar entities, (B) in connection with the implementation of any “market flex” provisions or other similar entities who had not executed “securities demand” terms contained in the Debt Commitment Letter, (C) to implement a Replacement Commitment Facility (as defined in the Debt Commitment Letter entered into as of the date hereof) or issue preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and (D) amendments to the Equity Commitment Letter to add Permitted Co-Investors or to replace a portion of the Equity Financing with a substantially similar equity commitment letter of any Permitted Co-Investor); and (iii) the commitments contained in the Commitment Letters have not been withdrawn, terminated, reduced or rescinded in any respect (other than as permitted in the immediately preceding clause (ii)(D)). As of the date of this Agreement, Parent has paid (or caused to be paid) in full any and all fees (including commitment fees and other fees) required to be paid under the Debt Commitment Letter that are payable on or prior to the date of this Agreement. (c) As of the date of this Agreement, there are no conditions precedent or other contractual contingencies (including pursuant to any “flex” provisions in the Fee Letter or otherwise) related to the funding of the full amount (or any portion) of the Financing except as expressly set forth in the Commitment Letters. As of the date of this Agreement, to the knowledge of the Parent, no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a failure to satisfy a condition precedent to be satisfied by any Guarantor, Parent or Merger Sub, as applicable, for the Guarantors’ and Lenders’ obligations to fund the Equity Financing and Debt Financing, respectively. (d) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, completion of the Marketing Period and that the Financing is funded in accordance with the Commitment Letters, the net proceeds contemplated by the Commitment Letters, will, in the aggregate, constitute the funds necessary to satisfy Parent’s and Merger Sub’s payment obligations under this Agreement at the Effective Time, including payment in cash of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Effective Time, refinancing of the Company’s indebtedness outstanding under the Credit Agreement and the 2021 First Lien Notes (in each case, including all applicable interest, fees and premiums), and to pay all related fees and expenses required to be paid by Parent and Merger Sub in connection with the Merger, in each case, as contemplated by at the Effective Time (such amount, the “Required Financing Amount”). (e) Parent has caused to be delivered to the Company a true, complete and correct copy of the duly executed Limited Guarantee. The Limited Guarantee is in accordance with such Debt Commitment Letter; providedfull force and effect, howeverhas not been amended, that (i) modified, withdrawn or rescinded in any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bankrespect, and (ii) in no event shall is the addition legal, valid, binding and enforceable obligation of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount each of the Debt 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, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))Guarantors. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent or, to any Guarantor under 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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 LettersLimited Guarantee.

Financing. HTI Acquisition has delivered to Alleghany (ai) Parent understands true, correct and acknowledges that complete signed counterpart(s) of commitment letters (the obligations of "Equity Commitment Letters"), dated on or prior to the Parent and Merger Sub to consummate date hereof, whereby the Transactions are not in any way contingent upon or otherwise parties thereto (the "Equity Investors") have agreed, subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 make or cause to be made in HTI Holding equity investments in cash in the amounts set forth therein, the proceeds aggregate amount of which are to be used to fund the Transactions and fees in connection with such debt financing not less than $25,000,000 (the “OpCo Debt Financing”"Equity Commitment"); (ii) a true, correct and complete signed counterpart of a letter agreement by and between HTI Holding and HTI Acquisition, dated on or prior to the date hereof, whereby HTI Holding has agreed to contribute the entire Equity Commitment to HTI Acquisition (the "Contribution Letter"); and (iii) true, correct and complete signed counterpart(s) of commitment letter(s), (2) the fully executed warehouse facility commitment letter, dated as of on or prior to the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parenthereof, pursuant to which the Parent Financing Sources lenders party thereto have agreed, on subject to the terms and subject to the conditions set forth therein, to provide Parent with provided or cause to be provided debt financing in connection with the amounts set forth therein, the proceeds of which are transactions provided for herein and revolving credit to be used to fund the Transactions HTI Acquisition (the “AssetCo Debt Financing” "Commitment Letters" and, together with the OpCo Debt FinancingEquity Commitment Letters and the Contribution Letter, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”"Commitments"), 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 or (y) impose any additional conditions or other contingencies (or otherwise amend, modify or expand any conditions or other contingencies . The Commitments have not been amended in a manner adverse to Parent) or adversely affect that would be prohibited by the availability or timing last sentence of the funding of the Debt Financing) may be redacted in a customary manner; this Section 5.6 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 provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) andare, to the Knowledge of Parent, the other parties theretoHTI Acquisition, in each case full force and effect. The Commitments are subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented no contingencies 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 (conditions other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent those set forth in the Financing Commitment Letters and, as copies of the date hereof, Parent has no reason Commitments delivered to believe that it will not be able Alleghany. Subject to satisfy any term or condition of closing the terms and conditions of the Financing that is required to be satisfied as a condition of the FinancingCommitments, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 the terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised)of this Agreement, the aggregate proceeds of Commitments would provide HTI Acquisition with acquisition financing at the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount Effective Time sufficient to (i) consummate the Closing Merger upon the terms contemplated by this AgreementAgreement (the "Acquisition Financing"). Nothing contained in this Agreement shall prohibit HTI Acquisition or the Equity Investors from entering into agreements relating to the financing or the operation of HTI Acquisition or the Surviving Equity, including adding other equity providers or operating partners; provided that (i) the aggregate amount of the Equity Commitment shall not be reduced in any way to less than $25,000,000 and (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates HTI Acquisition shall have fully paid, or caused to be paid, obtained 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 consents of the Financing lenders under the Commitment Letters.

Financing. (a) Parent understands or certain of its controlled Affiliates is a party to and acknowledges that the obligations has accepted a fully executed (x) commitment letter dated as of the Parent date hereof (as amended, restated, amended and Merger Sub restated, supplemented or replaced from time to consummate time after the Transactions are not date hereof in any way contingent upon or otherwise accordance with Section 7.4(b) hereof, together with all exhibits and schedules thereto, the “Debt Commitment Letter”) from the Debt Financing Sources party thereto pursuant to which the Debt Financing Sources have agreed, subject to the Parent’s consummation terms and conditions thereof, to provide debt financing in the amounts set forth therein and (y) fee letters, dated of any financing arrangementas the date hereof (as amended, restated, amended and restated, supplemented or replaced from time to time after the date hereof in accordance with Section 7.4(b) hereof, the Parent’s obtaining of any “Debt Fee Letters”), executed in connection with the Debt Commitment Letter. The debt financing or the availability, grant, provision or extension of any financing committed pursuant to the ParentDebt Commitment Letter and the Debt Fee Letters is collectively referred to in this Agreement as the “Debt Financing.” (b) Parent is a party to and has delivered to the Company true, complete and correct copies of (i) (1) the accepted a fully executed equity commitment letter, dated as of the date hereof of this Agreement, from ▇▇▇▇▇ ▇▇▇▇▇ Fund XV, L.P., a Delaware limited partnership (including all exhibitsthe “Equity Investor”) and Parent (the “Equity Commitment Letter” and, annexes, schedules and term sheets attached theretotogether with the Debt Commitment Letter, the “OpCo Debt Commitment LetterLetters”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on the terms and subject to the conditions set forth therein, the Equity Investor has agreed to provide invest in Parent with debt financing in the amounts amount set forth therein, . The equity financing committed pursuant to the proceeds of which are Equity Commitment Letter is referred to be used to fund the Transactions and fees in connection with such debt financing (this Agreement as the “OpCo Equity Financing.” The Equity Financing and the Debt Financing”), (2) the fully executed warehouse facility commitment letter, dated Financing are collectively referred to as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Financing.” The Equity Commitment Letter” and, together with Letter provides that the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with Company is an express third-party beneficiary of the Equity Commitment Letter, the “Financing Commitment Letters”)and, between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant subject to which the Parent Financing Sources party thereto have agreed, on the terms and subject to the conditions set forth therein, entitled 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”), 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 or (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) enforce the Equity Commitment Letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions specified therein. (c) As of the date hereof, each Parent has delivered to the Company a true, complete and correct copy of the executed Debt Commitment Letter, Debt Fee Letters and Equity Commitment Letter, and in the case of the Debt Fee Letters, subject to redaction solely of the fee amounts, pricing caps, original issue discount, “market flex” and other economic provisions that are customarily redacted in connection with transactions of this type, none of which redacted provisions would be reasonably expected to adversely affect the conditionality, enforceability, termination, aggregate principal amount or availability of the Debt Financing. (d) Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Sources and the Equity Investor, as applicable, to provide the Financing or any contingencies that would permit the Debt Financing Sources or the Equity Investor, as applicable, to reduce the aggregate principal amount of the Financing, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. As of the date hereof, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in any of the Commitment Letters is on or prior to the Closing Date, nor does Parent have knowledge as of the date hereof that any Debt Financing Sources or Equity Investor 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 Letters that could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Financing. (e) The Financing, if funded in full force accordance with the Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and is a original issue discount), shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction on the Closing Date of all of Parent’s obligations under this Agreement and the Commitment Letters to be funded on the Closing Date, including the payment of the Merger Consideration payable on the Closing Date, and any fees and expenses of or payable by Parent or Merger Sub or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letters (such amounts, collectively, the “Financing Amounts”). From and after the Closing Date, Parent, together with the Surviving Corporation, will have sufficient cash on hand or other sources of immediately available funds to enable it to settle conversions or effect redemptions of the Convertible Notes pursuant to the terms of the Convertible Notes Indenture. (f) As of the date hereof, the Commitment Letters constitute the legal, valid, binding and enforceable obligation obligations of Parent (to the extent party thereto) and, to the Knowledge of Parent, all the other parties thereto, thereto and are in each case subject to the Enforceability Exceptions. Assuming due full force 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 Exceptionseffect. As of the date hereof, to the Knowledge of Parent no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letters. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement, and will pay in full any such amounts due to be paid by it on or before the Closing Date. As of the date hereof, the Commitment Letters have not been modified, amended or altered and none of the Financing Commitment Letters respective commitments thereunder have been amendedterminated, supplemented reduced, withdrawn or modified rescinded in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, norrespect and, to the Knowledge of Parent’s Knowledge, no termination, reduction, withdrawal or rescission thereof is contemplated (except as contemplated or as permitted as of the date hereof in the Debt Commitment Letter). Notwithstanding the foregoing, any such amendment, supplement, modification, withdrawal, termination supplement or rescission currently contemplated modification to effectuate any “market flex” terms contained in the Debt Fee Letters provided as of the date hereof or the subject of discussions (other than to add or replace any additional agents, lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a financial institutions thereto as provided for in the Debt Commitment Letter as shall be permitted and shall not require written consent of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that Company. (ig) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in In no event shall the addition receipt or availability of any such lender, lead arranger, bookrunner, syndication agent funds or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date financing (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 by Parent or availability any of the Financing, including without limitation, by providing for additional its Affiliates or different conditions to the timing any other financing 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 other transactions be a condition to the Financing. Upon the funding any of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by Parent’s obligations under this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, true and complete and correct copies of of: (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibitsAugust 4, annexes2011 between Parent, schedules and term sheets attached theretoBank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Barclays Capital, the “OpCo Debt Commitment Letter”)investment banking division of Barclays Bank, among Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Loan Funding Securities (USA) LLC, JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively, the “Debt Financing Sources”) and Parentexcerpts of those portions of the Fee Letter (as defined in the Merger Agreement) and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, the Debt Financing Sources have agreed to provide Parent with debt financing in lend the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “OpCo Debt Financing”), ) for the purpose of funding the Transactions; (2ii) the fully executed warehouse facility equity commitment letter, dated as of August 4, 2011 among Sophia Holding I (as defined in the date hereof Merger Agreement) and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the other parties thereto (including all exhibits, annexes, schedules and term sheets attached theretocollectively, the “AssetCo Debt Commitment LetterInvestors”) (the “Transaction Equity Financing Commitment” and, and together with the OpCo Debt Commitment LetterFinancing Commitment, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Transaction Financing Commitment LettersCommitments”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, each of the Investors has committed to provide Parent with debt financing in invest the amounts cash amount set forth therein, the proceeds of which are to be used to fund the Transactions therein (the “AssetCo Debt Transaction Equity Financing” and, and together with the OpCo Debt Financing, the “Debt Transaction Financing”); and (iii) the Debt Financingexecuted equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and together with the Transaction Financing, the “Financing”), and (3) the fully executed fee letters relating to each . None of the Debt Commitment Letters; provided that Financing Commitments have been amended or modified prior to the fee amountsdate of this Agreement, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount and, as of the Debt date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or (y) impose rescinded in 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 provisions specified therein. (c) respect. As of the date hereof, each there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of the Financing Commitment Letters is Commitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and is a constitute the legal, valid, valid and binding and enforceable obligation obligations of each of Parent (to the extent party thereto) and, to the Knowledge knowledge of Parent, the other parties thereto, in each case subject . There are no conditions precedent related to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case funding of the Debt Commitment Letters only), each full net proceeds of the Financing Commitment Letters is enforceable against (including any “market flex” provisions) other than as expressly set forth in the parties thereto Financing Commitments. Assuming the satisfaction of the conditions set forth in accordance with its termsSection 8.3(a) and Section 8.3(b) or Section 8.3(a) and Section 8.3(b) of the Merger Agreement, subject as applicable, the aggregate proceeds to be disbursed pursuant to the Enforceability Exceptions. As agreements contemplated by the Transaction Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the Surviving Corporation (as defined in the Merger Agreement) to pay the Merger Consideration (as defined in the Merger Agreement), Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by its terms to be refinanced in connection with the consummation of the date hereof, none Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Financing Commitment Letters have been amended, supplemented or modified in any respect, Datatel Entities and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, SunGard Entities (to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as extent reimbursable under Section 7.15 of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (iMerger Agreement) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall related to the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))foregoing. As of the date hereof, no event has occurred which, which would result in any breach or violation of or constitute a default (or an event which with notice or without notice, lapse of time or both, both would constitute become a default or material breach on the part of default) by 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 other occurrence that makes any of the representations Financing Commitments, and warranties of Parent in neither Sophia Holding I nor Datatel has any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required conditions to be satisfied as a condition of the Financing, or that the full amount any of the Financing will not be made satisfied or that the Financing will not be available to Parent Sophia Holding I or Datatel, as applicable, on the Asset Closing Date. Other than Date or, in 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 case of the Financing) which could adversely impact the timing or availability of the Termination Fee Equity Financing, including without limitation, by providing for additional or different conditions to on the timing or availability of date the Financing not otherwise contained Parent Termination Fee (as defined in the Financing Commitment Letters. There Merger Agreement) 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 payable in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds Section 9.2(b) of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Merger Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates The Datatel Entities have fully paid, or caused to be paid, any and paid all commitment fees and any and all or other fees and expenses, in each case as are required to be paid on or before prior to the date hereof pursuant to the terms Financing Commitments. Except as otherwise contemplated by Section 9.4 of the Financing Commitment LettersMerger Agreement, the obligations of the Datatel Entities under this Agreement and the Merger Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. (a) Parent understands Attached hereto as Exhibit C is a true and acknowledges that the obligations complete copy, including all exhibits, schedules or amendments thereto, of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letterletter from Barclays Bank PLC, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which ) from the Parent Financing Sources lenders party thereto have agreed(collectively, on the terms “Lenders”) relating to the commitment of the Lenders to provide debt financing in the aggregate amount, and subject to the conditions terms and 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 and fees in connection with such debt financing therein (the “OpCo Debt Financing”), and any fee letters related thereto (2) provided, that the fully executed warehouse facility commitment letteramount of fees, dated as of the date hereof (including all exhibits“market flex” provisions, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the pricing terms and subject to the conditions pricing caps set forth therein, to provide Parent with debt financing in the amounts set forth thereinfee letters, the proceeds none of which are would reasonably be expected to be used to fund adversely affect the Transactions (the “AssetCo Debt Financing” andconditionality, together with the OpCo Debt Financingenforceability, the “Debt Financing”; availability or termination of the Debt Financing, together with the Equity Financing, the “Financing”), 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) or reduce the aggregate principal amount of the Debt Financing or (y) impose any additional conditions or other contingencies (or otherwise amendthereof, 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 Lettermanner from any such fee letters, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect including from any amendments thereto). Subject to the provisions specified conditions set forth in the Debt Commitment Letter and closing the financing set forth therein, Purchaser will have at the Closing, sufficient funds on hand to consummate the transactions contemplated by this Agreement, the Transaction Documents and deliver the Aggregate Purchase Price and all fees and expenses related to the transactions contemplated by this Agreement and the Transaction Documents at Closing. (cb) As of the date hereof, each of the Financing The Debt Commitment Letters Letter is in full force and effect and is a legal, valid, binding valid and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, together with any cash on hand of the Purchaser at Closing and the Stock Consideration, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Purchaser’s related fees and expenses. The obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to the funding of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Commitment Letter. Purchaser has fully paid any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter, to the extent the same are due and payable. As of the date hereofof this Agreement, none of (x) the Financing Debt Commitment Letters have Letter has not been amendedamended or modified, supplemented no such amendment or modified in any respectmodification is contemplated, and the respective commitments contained therein have not been withdrawn, terminated, withdrawn or rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, way and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, no event has occurred which, that (with or without notice, lapse of time or both, ) would constitute a breach or default or material breach on under the part of Parent or, to the Knowledge of the Parent, any other party thereto under any Financing Debt Commitment LetterLetter by Purchaser. As of the date hereof, Parent is not aware Purchaser has no knowledge of any fact, event facts or other occurrence circumstances that makes are reasonably likely to result in (A) any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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, the Debt Commitment Letter not being satisfied or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon (ii) the funding of contemplated in the Financing Debt Commitment Letter not being made available to Purchaser on a timely basis in accordance with and subject order to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms transactions contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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. Buyer has obtained: (ai) Parent understands and acknowledges that a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the obligations of the Parent and Merger Sub to consummate the Transactions are not in structure, pricing, maturity, amortization or any way contingent upon or otherwise subject other terms with respect to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any contemplated by such debt financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letter), dated as of the date hereof hereof, by and among Jefferies Finance LLC (including all exhibits“Jefferies”), annexesBank of Montreal (“BMO”), schedules KeyBank National Association (“KeyBank”), CHS V and term sheets attached theretoBuyer, pursuant to which each of Jefferies, BMO and KeyBank has committed to provide or cause to be provided debt financing to Buyer (which includes up to $200,000,000 in bridge financing to be utilized in the event that the issuance and sale of senior secured second lien notes in a comparable amount is not consummated at or prior to the Closing) (the “OpCo Debt Bridge Loans”) in connection with the transaction contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit E (the “Bridge Loans Commitment Letter”); (ii) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the structure, among Credit Suisse AGpricing, Credit Suisse Loan Funding LLC and Parentmaturity, pursuant to which the Parent Financing Sources party thereto have agreed, on the amortization or any other terms and subject with respect 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 and fees in connection with contemplated by such debt financing (the “OpCo Debt Financing”), (2) the fully executed warehouse facility commitment letter), dated as of the date hereof hereof, by and among General Electric Capital Corporation (including all exhibits“GE Capital”), annexesGE Canada Finance, schedules and term sheets attached theretoBuyer, BMO, Key Bank (together, the “AssetCo Debt Revolver Lenders”) and Buyer, pursuant to which the Revolver Lenders have committed to provide or cause to be provided debt financing to Buyer (which includes up to $40,000,000 in a senior secured credit facility of which up to Cdn $20,000,000 may be available to a Canadian borrower) (the “Revolver Loans”), a complete and accurate fully executed copy of which is attached hereto as Exhibit F (the “Revolver Commitment Letter” and, and together with the OpCo Debt Bridge Loans Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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”), 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 or (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 (iiiii) the Equity Commitment Letteran equity financing commitment letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter dated as of the date hereof, pursuant to which CHS V has, among other things, and subject to the terms and conditions thereof, committed to provide equity financing to Buyer in each caseconnection with the transactions contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit G (the “Equity Commitment Letter”). The Debt Commitment Letters and Equity Commitment Letter shall together be referred to herein as the “Commitment Letters”. Subject to the conditions expressly set forth therein, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters provide all funds necessary (a) to consummate the transactions contemplated hereby, including the payment of the Purchase Price, the deposit of the Escrow Amount, the payoff of the Company Senior Debt Payoff Amount and Indebtedness identified on the Indebtedness Pay-Off Schedule and the payment of the unpaid Seller Transaction Expenses 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 Bankthe final invoices delivered pursuant to Section 2.02(i)(iv), and (iib) in no event shall to pay all fees and expenses of Buyer at the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount time of the Debt 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 Closing. The Debt Commitment Letters (unless, in each case, together with the amount ancillary documents referenced therein or delivered to the Company’s counsel) constitute all of the Equity Financing has been increased by a corresponding amountagreements entered into between Jefferies, or the Company has given BMO, KeyBank, GE Capital, GE Canada Finance and/or their respective Affiliates and Buyer and its prior written consent thereto)). As of the date hereof, no event has occurred which, Affiliates with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent or, respect to the Knowledge of the Parent, financing arrangements contemplated thereby. The Commitment Letters are not subject to any other party thereto under any Financing Commitment Letter. As of the date hereof, Parent is not aware contingency or condition of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly kind whatsoever related to the funding of the full amount of the Financing financing contemplated by the Commitment Letters (including any flex provisions“market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than the conditions precedent as set forth in the Financing executed copies thereof (and in the copy of the “market flex” provision or similar provisions affecting the structure, pricing, maturity, amortization or any other terms excerpted from any related fee letter) attached hereto. The Commitment Letters are in full force and effect, constitute the legal, valid and binding obligations of Buyer and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee lettersknowledge of Buyer, engagement letters relating to the Debt Financing other parties thereto, and non-disclosure agreementshave not been modified or amended in any respect, none of which impact and 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 respective commitments contained in the Financing Commitment LettersLetters have not been withdrawn or rescinded. There Neither Buyer nor any of its Affiliates is no condition to the Financing the satisfaction in breach of which would prevent the satisfaction any 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, Commitment Letters nor do Buyer or 6.3 hereof the satisfaction any of which would prevent the satisfaction its Affiliates have knowledge of a condition to the Financing. Upon the funding any breach of the Financing in accordance with and subject to its terms and conditions (including after giving effect to Commitment Letters by any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement)parties thereto. As of the date hereof, Parent or its Affiliates have fully paidto the Buyer’s knowledge, or caused (x) neither Buyer nor any other party to any Commitment Letter will be unable to satisfy on a timely basis any of the conditions that are required to be paid, satisfied by it or such other party as a condition to the obligations under the Commitment Letters prior to the expiration thereof and (y) no portion of the financing contemplated by the Commitment Letters will not be made available to Buyer at the Closing. Buyer has paid in full any and all commitment fees and any and all and/or other fees and expenses, in each case as are required to be paid on or before prior to the date hereof pursuant to under the terms of the Financing Commitment LettersLetters and will pay all other commitment fees and/or other fees required to be paid under the terms of the Commitment Letters upon the Closing. Buyer will not use any portion of the Cdn $20,000,000 of the Revolver Loans to repay any of the Company Senior Debt.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon On or otherwise subject prior to the Parent’s consummation of any financing arrangementdate hereof, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, accurate and complete and correct copies of (i) (1) the fully executed debt commitment letter, dated as of the date hereof of this Agreement, by and among inter alia Parent and the Financing Parties specified therein (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Initial Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC ) and 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 and fees in connection with such debt financing (the “OpCo Debt Financing”), (2ii) the fully executed warehouse facility commitment letterfee letter(s), dated as of the date hereof of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Initial Debt Commitment Letter (with only fee amounts and customary pricing and other economic terms (including “market flex” provisions) redacted, none of which redacted provisions would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing) (such Initial Debt Commitment Letter, all exhibits, schedules, term sheets, annexes, schedules supplements, amendments and term sheets attached thereto, other modifications thereto that are permitted under Section 5.22 and any fee letter(s) with respect thereto of the “AssetCo Debt Commitment Letter” and, type described in this subclause (ii) (in each case together with the OpCo Debt Commitment Letterjoinders to add additional Financing Parties), the “Debt Commitment Letters”; ). Pursuant to the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreed, as in effect on the terms date hereof, and subject to the terms and conditions set forth thereinthereof, the Financing Parties party thereto have committed to provide lend Parent with debt financing in and/or its Subsidiaries party thereto the amounts set forth therein, in the proceeds of which are to be used to fund Debt Commitment Letters for the Transactions purposes set forth therein (the “AssetCo debt financing contemplated in the Debt Financing” andCommitment Letters, together with the OpCo Debt Financingany replacement debt financing permitted hereunder, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), 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 or (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 provisions specified therein. (cb) As of the date hereofof this Agreement, each to the Knowledge of the Financing Parent the commitments under the Debt Commitment Letters is are in full force and effect and is a legalhave not been withdrawn, validrescinded, binding and enforceable obligation of Parent (to the extent party thereto) reduced or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, the other parties theretono termination, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, 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, modificationreduction, withdrawal, termination rescission, amendment or rescission currently modification is contemplated or the subject of discussions (other than as expressly set forth therein and to add additional lenders, lead arrangers, bookrunners, syndication agents or other and similar entities who had not executed a the Debt Commitment Letter Letters as of the date hereofof this Agreement), and the Debt Commitment Letters, in the form so delivered, constitute the legal, valid and binding obligations of, and are enforceable against, Parent, its Subsidiaries party thereto and, to the Knowledge of Parent, each of the other parties thereto, subject, in each case, as contemplated to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by and in accordance with such the Debt Commitment Letter; providedLetters to be paid on or before the date of this Agreement, however, that (i) and will pay in full any such added lenderother amounts that are due and payable under the Debt Commitment Letters on or before the Closing Date as and when due and payable. Except as expressly set forth in the Debt Commitment Letters, lead arranger, bookrunner, syndication agent there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Debt Financing or other similar entity is a Qualified Bank, and (ii) in no event shall any contingencies that would permit the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity Financing Parties party thereto to reduce the aggregate principal amount of the Debt 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, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))Financing. As of the date hereofof this Agreement, other than the Debt Commitment Letters and a securities engagement letter (together with one or more fee and credit letters related thereto), there are no Contracts, agreements, “side letters” or other arrangements to which Parent or any of its Subsidiaries is a party relating to the Debt Commitment Letters or the Debt Financing. (d) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would constitute reasonably be expected to constitute, a default or material breach on the part of or a failure to satisfy a condition precedent by Parent or its Subsidiaries or, to the Knowledge of the Parent, any other party thereto thereto, under any Financing Commitment Letter. As the terms and conditions of the date hereof, Parent is not aware of any fact, event Initial Debt Commitment Letter or other occurrence that makes would result in any of the representations and warranties of Parent conditions in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Debt Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be being satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 Assuming the satisfaction of the conditions set forth in Sections 6.1Section 6.3(a) and Section 6.3(b), 6.2the Debt Financing, 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 when funded in accordance with the Initial Debt Commitment Letter and subject giving effect to its terms and conditions any “flex” provision in or related to the Initial Debt Commitment Letter (including with respect to fees, expenses and original issue discount and similar premiums or charges and after giving effect to any pricing the maximum amount of flex that results in OID, if exercised(including original issue discount flex) provided under the Initial Debt Commitment Letter), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of immediately available to Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate shall provide Parent with proceeds on the Closing upon Date sufficient for the terms satisfaction of all of Parent’s and its Affiliates’ obligations required to be satisfied on the Closing Date under this Agreement and the Initial Debt Commitment Letter (and the Definitive Agreements for the Debt Financing contemplated by this Agreementtherein), (ii) pay all including the payment of any fees, expenses and other amounts of or payable by Parent or its Merger Sub or Parent’s other Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate in connection with the Transactions, pay all such other amounts Merger (including refinancing or repayment of any debt as described in this Agreement) and the Debt Financing contemplated by this Agreementthe Initial Debt Commitment Letter and for any repayment or refinancing of the outstanding indebtedness of the Company, Parent and/or their respective Subsidiaries that is defined as the “Refinanced Indebtedness” in Exhibit A to the Initial Debt Commitment Letter (such amounts, collectively, the “Financing Amounts”). As of the date hereofof this Agreement, no Financing Party under the Debt Commitment Letters has notified Parent or any of Parent’s Affiliates of its Affiliates have fully paidtermination or repudiation (or intent to terminate or repudiate) any of the commitments under the Debt Commitment Letters or intent not to provide the Debt Financing. (e) Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement to consummate the Merger or any of the other transactions contemplated by this Agreement, are not subject to, or caused to be paidconditioned on, the receipt or availability of any and all commitment fees and any and all other fees and expensesfunds or financing (including, in each case as are required to be paid on or before for the date hereof pursuant to avoidance of doubt, the terms of the Financing Commitment LettersDebt Financing).

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, true and complete and correct copies of of: (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibitsAugust 4, annexes2011 between Parent, schedules and term sheets attached theretoBank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Barclays Capital, the “OpCo Debt Commitment Letter”)investment banking division of Barclays Bank, among Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Loan Funding Securities (USA) LLC, JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively, the “Debt Financing Sources”) and Parentexcerpts of those portions of the Fee Letter and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, the Debt Financing Sources have agreed to provide Parent with debt financing in lend the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “OpCo Debt Financing”), ) for the purpose of funding the Transactions; (2ii) the fully executed warehouse facility equity commitment letter, dated as of August 4, 2011 among Sophia Holding I and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the date hereof other parties thereto (including all exhibits, annexes, schedules and term sheets attached theretocollectively, the “AssetCo Debt Commitment LetterInvestors”) (the “Transaction Equity Financing Commitment” and, and together with the OpCo Debt Commitment LetterFinancing Commitment, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Transaction Financing Commitment LettersCommitments”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on upon the terms and subject to the conditions set forth therein, each of the Investors has committed to provide Parent with debt financing in invest the amounts cash amount set forth therein, the proceeds of which are to be used to fund the Transactions therein (the “AssetCo Debt Transaction Equity Financing” and, and together with the OpCo Debt Financing, the “Debt Transaction Financing”); and (iii) the Debt Financingexecuted equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and together with the Transaction Financing, the “Financing”), and (3) the fully executed fee letters relating to each . None of the Debt Commitment Letters; provided that Financing Commitments have been amended or modified prior to the fee amountsdate of this Agreement, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount and, as of the Debt date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or (y) impose rescinded in 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 provisions specified therein. (c) respect. As of the date hereof, each there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of the Financing Commitment Letters is Commitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and is a constitute the legal, valid, valid and binding and enforceable obligation obligations of each of Parent (to the extent party thereto) and, to the Knowledge knowledge of Parent, the other parties thereto, in each case subject . There are no conditions precedent related to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case funding of the Debt Commitment Letters only), each full net proceeds of the Financing Commitment Letters is enforceable against (including any “market flex” provisions) other than as expressly set forth in the parties thereto Financing Commitments. Assuming the satisfaction of the conditions set forth in accordance with its termsSection 8.3(a) and Section 8.3(b), subject or Section 8.3(a) and Section 8.3(b) of the Asset Purchase Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the Enforceability Exceptions. As agreements contemplated by the Transaction Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the Surviving Corporation to pay the Merger Consideration, Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by its terms to be refinanced in connection with the consummation of the date hereof, none Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Financing Commitment Letters have been amended, supplemented or modified in any respect, Datatel Entities and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, SunGard Entities (to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than extent reimbursable under Section 7.15) related to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))foregoing. As of the date hereof, no event has occurred which, which would result in any breach or violation of or constitute a default (or an event which with notice or without notice, lapse of time or both, both would constitute become a default or material breach on the part of default) by 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 other occurrence that makes any of the representations Financing Commitments, and warranties of Parent in neither Sophia Holding I nor Datatel has any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required conditions to be satisfied as a condition of the Financing, or that the full amount any of the Financing will not be made satisfied or that the Financing will not be available to Parent Sophia Holding I or Datatel, as applicable, on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 date of the Financing) which could adversely impact Applicable Closing or, in the timing or availability case of the Termination Fee Equity Financing, including without limitation, by providing for additional or different conditions to on the timing or availability of date the Financing not otherwise contained in the Financing Commitment Letters. There Parent Termination Fee 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 payable in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this AgreementSection 9.2(b). As of the date hereof, Parent or its Affiliates The Datatel Entities have fully paid, or caused to be paid, any and paid all commitment fees and any and all or other fees and expenses, in each case as are required to be paid on or before prior to the date hereof pursuant to the terms Financing Commitments. Except as otherwise contemplated by Section 9.4, the obligations of the Financing Commitment LettersDatatel Entities under this Agreement and the Asset Purchase Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. (a) As and when needed, Parent understands and acknowledges that will have the obligations funds necessary to pay the aggregate Cash Consideration, the Company Equity Award Consideration, payment in respect of the Company Performance Cash Awards, any repayment or refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated hereby (including, for the avoidance of doubt, any offers to repurchase outstanding debt upon a change of control or fundamental change and conversions of the Company Convertible Notes) 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 of Parent and Merger Sub to consummate Sub, and there is no restriction on the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation use of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parentsuch cash for such purposes. (b) Parent has delivered to the Company Company, prior to the date of this Agreement, a true, correct and complete and correct copies copy of (i) (1) the fully an executed commitment letterletter among Parent and those financial institutions party to the Commitment Letter (together with their permitted assignees under the Commitment Letter, dated as of the date hereof (“Lenders”), including all exhibits, annexes, schedules and term sheets attached annexes thereto, and a customarily redacted Fee Letter none of which redacted terms would reasonably be expected to adversely affect the availability or aggregate principal amount of the debt financing contemplated by such commitment letter) regarding the terms of the debt financing to be provided thereby (collectively, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party parties thereto (other than Parent) have agreedcommitted to provide, on subject to 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 and fees in connection with such debt financing (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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”), 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 or (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 provisions specified therein. (c) . As of the date hereofof this Agreement, each of (i) the Financing Commitment Letters Letter is in full force and effect and is (A) a legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, each of the other parties thereto, (B) enforceable in each case subject accordance with its terms against Parent and, to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case Knowledge of the Debt Commitment Letters only)Parent, each of the Financing other parties thereto, except in each case as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, and (C) in full force and effect, (ii) the Commitment Letters is enforceable against Letter has not been amended or modified, (iii) none of the parties thereto respective obligations and commitments contained in the Commitment Letter has been withdrawn, terminated or rescinded in any respect (other than any reduction or termination in each case in accordance with its terms, subject to the Enforceability Exceptions. As express terms of the Commitment Letter as in effect on 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 no such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as is contemplated by and in accordance with such Debt Commitment Letter; providedParent or, howeverto the Knowledge of Parent, by any other party thereto that (i) any such added lender, lead arranger, bookrunner, syndication agent would be reasonably likely to adversely affect the amount or other similar entity is a Qualified Bank, availability thereof and (iiiv) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, no event has occurred which, which (with or without notice, notice or lapse of time time, or both, ) would or would reasonably be expected to constitute a default or material breach or to the Knowledge of Parent, a failure to satisfy a condition precedent on the part of Parent or, to the Knowledge of the Parent, any other party parties thereto under any Financing the Commitment Letter. As of Parent has fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are payable on or prior to the date hereof, and will pay in full any such amounts due on or before the Closing Date in accordance with the terms thereof. There are no agreements, side letters or arrangements to which Parent is not aware of any fact, event or other occurrence a party that makes any could affect the availability of the representations and warranties of Parent in any Financing debt financing contemplated by the Commitment Letter inaccurate in any material respecton the Closing Date. There are no conditions precedent or other contingencies directly or indirectly between Parent and any other party to the Commitment Letter related to the funding of the full amount of the Financing debt facilities contemplated by the Commitment Letter (including any flex provisions“flex” provisions in the Fee Letter) other than the conditions precedent expressly set forth in the Financing Commitment Letters and, as Letter. As of the date hereofof this Agreement, the Parent has no reason to believe that it will not be able unable to satisfy any term the conditions or condition of closing of the Financing that is required contingencies to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 funding 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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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 LettersLetter.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent Purchaser has delivered to the Company true, Seller true and complete and correct copies of (i) (1) the fully a duly executed commitment letter, dated as of the date hereof hereof, between Purchaser and GSO Capital Partners LP and (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 and fees in connection with such debt financing (the “OpCo Debt Financing”), (2ii) the fully a duly executed warehouse facility commitment letter, dated as of the date hereof hereof, between Purchaser and Bank of America, N.A., and Fifth Third Bank (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Lettercollectively, the “Debt Commitment Letters”; ) (subject to redaction so long as such redaction does not cover terms that would adversely affect the conditionality or availability of the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”Financing), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party counterparties thereto have agreedcommitted, on subject to the terms and subject conditions thereof (including, to the conditions set forth thereinextent required in accordance therewith, the exercise of so-called “flex” provisions in the Fee Letter), to provide Parent with debt financing in lend the amounts set forth therein, the proceeds of which are to be used to fund the Transactions therein (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”). Assuming the funding in full of the Debt Financing on the Closing Date, Purchaser on the Closing Date will have, together with cash on hand and available borrowing under existing credit facilities, sufficient funds in immediately available cash, to (A) pay an amount in cash equal to the amounts set forth in Section 3.02(a); (B) pay any and all fees and expenses required to be paid by Purchaser in connection with the transactions contemplated by this Agreement and the Debt Financing, together with the Equity Financing, the “Financing”), ; and (3C) satisfy all other payment obligations of Purchaser contemplated hereunder (including the fully executed payment at Closing of unpaid Transaction Expenses). Purchaser has also delivered to Seller a true and complete copy of any fee letters relating to each of letter in connection with the Debt Commitment Letters; provided that the Letters (any such fee amountsletter, flex provisions and other economic a “Fee Letter”) (subject to redaction so long as such redaction does not cover terms (other than any such term the actual amount of fees that are the subject of the Fee Letter) that would (x) reduce the aggregate amount of the Debt Financing or (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 conditionality or 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 provisions specified therein). (cb) As of the date hereof, each there are no side letters or other Contracts or arrangements related to the Debt Financing other than the Debt Commitment Letters and the Fee Letters or as otherwise expressly set forth therein. None of the Financing Debt Commitment Letters nor the Fee Letters has been amended or modified, no such amendment or modification is contemplated as of the date hereof, and the commitments set forth in the Debt Commitment Letter have not been withdrawn or rescinded in any respect; provided, that the exercise of any “flex” provisions in the Fee Letter shall not be considered an amendment, modification, withdrawal or rescission of the Fee Letter for the purposes of this Agreement. (c) The Debt Commitment Letters are in full force and effect and is a legal, the valid, binding and enforceable obligation obligations of Parent (to the extent party thereto) Purchaser and, to the Knowledge knowledge of ParentPurchaser, the other parties thereto, in each case except to the extent that its enforceability may be subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only)applicable bankruptcy, each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its termsinsolvency, subject to the Enforceability Exceptions. As of the date hereofreorganization, 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 moratorium or other similar entities who had not executed a Debt Commitment Letter as laws affecting the enforcement of creditors’ rights generally and to general equitable principles. There are no conditions precedent or other contingencies related to the funding of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate full amount of the Debt 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 Financing, other than as set forth in the Debt Commitment Letters (unless, in each case, and any related Fee Letter. To the amount knowledge of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereofPurchaser, no event has occurred occurred, or circumstance exists, which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or material breach on the part of Parent orPurchaser and, to the Knowledge knowledge of the ParentPurchaser, any other party thereto under any Financing to the Debt Commitment LetterLetters. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any and assuming the accuracy of the representations and warranties of Parent Seller contained in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding this Agreement and performance by Seller of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters andits obligations under this Agreement, as of the date hereof, Parent Purchaser has no reason to believe that it any of the conditions to the Debt Financing contemplated in the Debt Commitment Letters and any related Fee Letter 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 Financingsatisfied, or that the full amount of the Debt Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters at or other Contracts, arrangements or understandings (written or oral) directly or indirectly related prior to the Financing (except time contemplated hereunder 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 LettersClosing. There is no condition to the Financing the satisfaction of which would prevent the satisfaction of the conditions set forth in Sections 6.1, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have Purchaser has fully paid, or caused to be fully paid, any and all commitment fees and any and all or other fees which are due and expenses, in each case as are required to be paid payable on or before prior to the date hereof pursuant to the terms of the Financing Debt Commitment LettersLetters and any related Fee Letter.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has have delivered to the Company true, correct and complete and correct copies of (i) (1a) the fully executed debt commitment letter, dated as of October 1, 2020 among Parent, Merger Sub and the date hereof Debt Financing Sources party thereto (including all exhibits, annexes, schedules and term sheets attached annexes thereto, as amended from time to time after the date hereof to the extent not prohibited by this Agreement, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Debt Financing Sources party thereto have agreedcommitted, on subject only to the terms and subject to the conditions set forth therein, to provide Parent with debt financing in lend the aggregate amounts set forth therein (such lending and funding, the “Debt Financing”) for the purposes set forth therein, (b) the proceeds of which are to be used to fund fee letter entered into by Parent, Merger Sub and the Transactions and fees Debt Financing Sources in connection with such debt financing the Debt Financing (the “OpCo Debt FinancingFee Letter”); provided that specific fee amounts and specific “market flex” terms, if any, none of which imposes, nor do they permit the imposition of, any new conditions (2or the modification or expansion of any existing conditions) may have been redacted, and (c) the fully executed warehouse facility equity commitment letter, dated as of October 1, 2020, among Parent, the date hereof Guarantors and the other parties thereto (including all exhibits, annexes, schedules and term sheets attached annexes thereto, as amended from time to time after the date hereof to the extent not prohibited by this Agreement, the “AssetCo Debt Equity Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto Guarantors have agreedcommitted, on subject to the terms and subject to the conditions set forth therein, to provide Parent with debt financing make a cash equity contribution in the amounts aggregate amount set forth thereintherein (such equity contribution, the proceeds of which are to be used to fund the Transactions (the “AssetCo Debt Equity Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), and (3) for 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 or (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 purposes set forth therein. The Equity Commitment Letter, which provides, and shall continue to provide, Letter provides that the Company is a third third-party beneficiary thereto with respect to the provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptionsterms thereof. As of the date hereof, none of the Financing Commitment Letters have has been amended, supplemented or modified in any respectmodified, no such amendment, supplement or modification is contemplated or pending (other than amendments, supplements or modifications to the Debt Commitment Letter solely to add additional lenders, arrangers, bookrunners and similar entities), and the respective commitments contained therein in the Commitment Letters have not been withdrawn, terminated, terminated or rescinded or otherwise modified in any respect, norrespect and, to Parent’s Knowledgethe knowledge of Parent and Merger Sub, is any no such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated is contemplated. Except for the Fee Letter and the Commitment Letters, there are no side letters or Contracts to which Parent, Merger Sub or any Affiliate of either thereof is a party related to the terms, provision, lending, funding or investing, as applicable, of the Financing or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as transactions contemplated hereby. As of the date hereof, in each case, as contemplated by Parent and in accordance with such Debt Commitment Letter; provided, however, that Merger Sub have fully paid (ior caused to be paid) any such added lender, lead arranger, bookrunner, syndication agent and all commitment fees or other similar entity is a Qualified Bankfees that are required to be paid pursuant to the Commitment Letters on or prior to the date hereof. The Commitment Letters are in full force and effect and are the legal, valid, binding and (ii) in no event shall enforceable obligations of Parent, Merger Sub and, to the addition knowledge of any such lenderParent, lead arrangereach of the other parties thereto, bookrunner, syndication agent or other similar entity reduce to fund the aggregate full amount of the Debt Financing subject only to be funded on the Closing Date (including by increasing satisfaction or waiver of the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unlessFinancing Conditions, in each case, case subject to the Bankruptcy and Equity Exceptions. There are no conditions precedent to funding the full amount of the Equity Financing has been increased by a corresponding amount(including pursuant to any market flex provisions with respect to the Fee Letter delivered in connection with the Debt Financing), or other than as expressly set forth in the Commitment Letters delivered to the Company has given its prior written consent thereto)to the date hereof or as amended from time to time to the extent not prohibited by the terms of this Agreement (such conditions, the “Financing Conditions”). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or material breach on the part of Parent or Merger Sub or any of their respective Affiliates or, to the Knowledge knowledge of the Parent, any other party thereto under any Financing of the Commitment LetterLetters, in each case that would reasonably be expected to prevent, delay or impede the Closing or (ii) result in any portion of the amounts to be provided, loaned, funded or invested in accordance with the Commitment Letters being unavailable on the Closing Date. As of the date hereof, Parent is not aware of any fact, event hereof and assuming satisfaction or other occurrence that makes any waiver of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereofArticle VII, Parent has no reason to believe that it any of the conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub 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 and Merger Sub in full on the Closing Date. Other than Parent is not aware of the Financing Commitment Letters, there are no side letters existence of any fact or other Contracts, arrangements event that would or understandings (written or oral) directly or indirectly related would reasonably be expected to cause such conditions precedent to the Financing (except for customary fee letters, engagement letters relating contemplated by the Commitment Letters within the control of Parent and Merger Sub not to be satisfied or the Debt Financing and non-disclosure agreements, none of which impact the conditionality, timing or full 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 to be made available to Parent on the Financing Commitment LettersClosing Date. There is no condition to As of the Financing the date hereof, and assuming satisfaction of which would prevent the satisfaction or waiver of the conditions set forth in Sections 6.1, 6.2, Article VII 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 the Commitment Letters, Parent and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent Merger Sub will have on the Closing Date, are, and will be, in an amount Date funds sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates Merger Sub pursuant to Article II on the other Ancillary Agreements Closing Date and to which pay any such Person is a party, (iii) pay and 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 Parent and Merger Sub in connection with the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt transactions contemplated by this AgreementAgreement and the Financing (collectively, the “Financing Uses”). As Notwithstanding anything herein to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the date hereof, receipt by Parent or its Affiliates have fully paid, Merger Sub nor the availability to Parent 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 Merger Sub of the Financing Commitment Lettersor any other financing shall be a condition to the obligations of Parent or Merger Sub to consummate any of the transactions contemplated hereby.

Financing. (a) Parent understands and acknowledges that the obligations Section 4.6 of the Parent Disclosure Letter sets forth true and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) ) (1x) executed rollover commitment letters (the fully executed commitment letter, dated as “Rollover Letters”) from parties (the “Rollover Investors”) that collectively have sole voting and dispositive power with respect to 3,139,975 shares of the date hereof Company, which number of shares, when contributed to Parent under the Rollover Letters, will satisfy all minimum requirements for equity contributions to Parent under the Debt Financing (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”whether expressed in terms of minimum value or percentage of shares), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreedwhich, on the terms and subject to the terms and conditions of which, the Rollover Investors have committed to contribute to Parent the amount of shares of Common Stock 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 and fees in connection with such debt financing therein (the “OpCo Debt FinancingRollover Investment”), and (2y) a schedule setting forth each Rollover Investor, the fully executed warehouse facility commitment letter, dated as number of shares of the date hereof Company beneficially owned by and over which such Rollover Investor holds sole voting and dispositive power, and an indication of whether such shares of the Company are held directly or indirectly by such Rollover Investor, and (including all exhibits, annexes, schedules ii) executed debt commitment letters and related term sheets attached theretofrom ▇▇▇▇▇ Fargo Bank, National Association (the “AssetCo Debt ▇▇▇▇▇ Commitment Letter”) and Fortress Credit Advisors LLC (the “Fortress Commitment Letter” and, and together with the OpCo Debt ▇▇▇▇▇ Commitment Letter, the “Debt Commitment Letters” or the “Financing Commitments”; the Debt Commitment Letters together with the Equity Commitment Letter) (▇▇▇▇▇ Fargo Bank, National Association and Fortress Credit Advisors LLC, the “Financing Commitment LettersLenders”), between Credit Suisse AG, Cayman Islands Branch and the Parent, ) pursuant to which the Parent Financing Sources party thereto have agreedwhich, on the terms and subject to the terms and conditions set forth thereinof which, the Lenders have committed to provide Parent and/or Merger Sub with debt financing in the amounts set forth described therein, the proceeds of which are to may be used to fund consummate the Transactions Merger and the other transactions contemplated by this Agreement (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, ” or the “Financing”), 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 or (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 provisions specified therein. (c) . As of the date hereof, each of the Financing Commitment Commitments and the Rollover Letters is in full force and effect and is a legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) or Merger Sub and, to the Knowledge of the Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, each of the Financing Commitments and the Rollover Letters is in full force and effect, and none of the Financing Commitment Commitments or the Rollover Letters have has been amendedwithdrawn, supplemented rescinded or terminated or otherwise amended or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, to the Knowledge of the Parent, neither Parent nor Merger Sub is in breach of any of the material terms or conditions set forth in any of the Financing Commitments or the Rollover Letters. As of the date hereof, to the Knowledge of Parent with respect to the Company and its Subsidiaries, there is no event has occurred whichfact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent or, reasonably be expected to the Knowledge (A) make any of the Parentassumptions or any of the statements set forth in the Financing Commitments or the Rollover Letters inaccurate, (B) result in any other party thereto under of the conditions in the Financing Commitments or the Rollover Letters not being satisfied, (C) cause any of the Financing Commitment LetterCommitments or the Rollover Letters to be ineffective or (D) otherwise result in the Financing not being available, or the Rollover Investment not being made, in each case, on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, neither the Rollover Investors nor any Lender has notified Parent is or Merger Sub of its intention to terminate any Financing Commitment or not aware to provide the Financing, and none of the Rollover Investors has notified Parent or Merger Sub of its intention to terminate any factRollover Letter or not to make the Rollover Investment. Parent has not, event without the prior written consent of the Company, amended, modified, supplemented or other occurrence that makes waived any of the representations and warranties of Parent conditions or contingencies to funding contained in any Financing Commitment Letter inaccurate (including definitive agreements related thereto) or to the Rollover Investment contained in any material respectRollover Letter, or any other provision of, or remedies under, any Financing Commitment (including definitive agreements related thereto) or any Rollover Letter (except for any increases in the amount of funds available thereunder or the addition of Financing Sources in accordance with the terms thereof, or other relevant entities who did not execute a Financing Commitment or a Rollover Letter as of the date of this Agreement or as otherwise expressly permitted by Section 5.12(a)). Assuming (1) the Financing is funded in accordance with its terms and conditions, (2) the Rollover Investment is made in accordance with the terms and conditions of the Rollover Letters and (3) the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), the net proceeds from the Financing will, together with the Rollover Investment and other funds available to Parent, be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any indebtedness of the Company or any of its Subsidiaries, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent or Merger Sub has paid in full any and all commitment or other fees required by any Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing (except for customary fee letters and engagement letters which do not contain any additional conditions to closing or other agreements relating to the availability of the full amount of the Financing, and a complete copy of the fee letter has been made available to the Company with customary redactions of fee amounts, pricing caps, “market flex”, other economic terms and certain other terms, none of which redacted provisions would adversely affect the conditionality or aggregate principal amount of the Financing) or the Rollover Investment to which Parent, Merger Sub or any of their respective Affiliates are a party that relate to the amount, availability or conditions of the Financing or the Rollover Investment, other than the Financing Commitments and the Rollover Letters. 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) Financing, other than the conditions precedent as explicitly set forth in the Financing Commitment Letters andCommitments, as and there are no conditions precedent related to the contribution of the date hereoffull amount of the Rollover Investment, other than as explicitly set forth in the Rollover Letters. Assuming the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), neither Parent nor Merger Sub has no any reason to believe that it will not be able unable to satisfy on a timely basis any term or condition conditions to the funding 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 or the contribution of the full amount of the Rollover Investment, or that the Financing will not be made available to to, or that the Rollover Investment will not be contributed to, Parent or Merger Sub on the Closing Date. Other than For the Financing Commitment Lettersavoidance of doubt, there are no side letters it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing, the Rollover Investment or any alternative financing. (b) Neither Parent, Merger Sub nor any of their Affiliates has (i) retained any financial advisor on a basis exclusive to Parent and/or Merger Sub and/or any such Affiliate or (ii) entered into an exclusivity, lock-up or other Contractssimilar agreement, arrangements arrangement or understandings (written understanding with any bank or oral) directly investment bank or indirectly related other potential provider of debt or equity financing that would prevent or hinder such provider from providing or seeking to the Financing (except for customary fee letters, engagement letters provide such financing to any third party in connection with a transaction relating to the Debt Financing and non-disclosure agreementsCompany or its Subsidiaries (including in connection with the making of any Takeover Proposal), 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 case of which would prevent the satisfaction of the conditions set forth in Sections 6.1, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to clauses (i) consummate and (ii), in connection with the Closing upon Merger or the terms other transactions contemplated by this Agreement. Neither Parent, (ii) pay all other amounts payable Merger Sub nor any of their Affiliates has caused or induced any Person to take any action that, if taken by Parent and/or Merger Sub, would be a breach of, or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required would cause to be paid by the Parent on the Closing Date to consummate the Transactionsuntrue, 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, representations in each case as are required to be paid on or before the date hereof pursuant to the terms of the Financing Commitment Lettersthis Section 4.6(b).

Financing. (a) Parent understands Purchaser has received and acknowledges that accepted executed and binding commitment letters dated February 3, 2015 (the obligations “Debt Commitment Letters”) from UBS Securities LLC, UBS AG, Stamford Branch, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Royal Bank of Canada and RBC Capital Markets (collectively, the “Lenders”), relating to the commitment of the Parent and Merger Sub Lenders to consummate the Transactions are not in any way contingent upon or otherwise provide, subject to the Parent’s consummation of any financing arrangementterms and conditions thereof, the Parent’s obtaining full amount of any the debt financing or stated therein (the availability, grant, provision or extension of any financing to the Parent“Debt Financing”). (b) Parent Purchaser has delivered to the Company Seller true, complete and correct copies of the executed Debt Commitment Letters, attached hereto as Exhibit F (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached theretoincluding, the “OpCo Debt Commitment Letter”exhibits and annexes thereto), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 and fees in connection with such debt financing any fee letters (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Fee Letters”; the Debt Commitment Letters together ) related thereto (with the Equity Commitment Letter, the “Financing Commitment 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”), and (3) the fully executed fee letters relating to each of the Debt Commitment Letters; provided that the only fee amounts, flex provisions dates and certain other economic terms (other than any such term that would (x) reduce the aggregate amount terms, including in respect of the Debt Financing or “market flex” and “securities demand” provisions, redacted) (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 none of which would adversely affect the amount or 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 provisions specified therein). (c) As Except as set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the date hereof, each Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability ExceptionsDebt Financing. Assuming due and valid execution by each other party thereto (in the case of Other than 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Fee Letters, there are no side letters or other Contractsagreements, contracts or arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee engagement letters, engagement letters ) relating to the Debt Financing and non-disclosure agreementsfunding or investing, none as applicable, of which impact the conditionality, timing or full amount of the Debt Financing. (d) which could adversely impact The Debt Financing, when funded in accordance with the timing or availability Debt Commitment Letters, together with available cash on hand (taking into account any restrictions on use and costs of repatriation), will provide Purchaser with cash proceeds on the Closing Date in an amount sufficient to consummate the transactions contemplated by this Agreement on the terms contemplated hereby, including the payment of the FinancingPurchase Price, including without limitation, by providing for additional or different conditions and 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 pay related fees and expenses. (e) Assuming the satisfaction of the conditions set forth in Sections 6.18.1 and 8.2, 6.2to the Knowledge of Purchaser, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, fact or 6.3 occurrence as of the date hereof that would cause the satisfaction of which would prevent the satisfaction of a condition conditions to the Financing. Upon the funding of the Debt Financing not to be satisfied at or before the Closing, and Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Closing to be satisfied by it contained in the Debt Commitment Letters. (f) The Debt Commitment Letters are valid, binding and enforceable in accordance with and their respective terms (subject to its applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and are in full force and effect, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchaser under the terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement)Debt Commitment Letters. As of the date hereofof this Agreement, Parent no Debt Commitment Letter or its Affiliates Fee Letter has been amended, restated or otherwise modified or waived, and the respective commitments contained in the Debt Commitment Letters have fully paidnot been withdrawn, modified or caused to be paid, rescinded. Purchaser has paid in full any and all commitment fees and any and all or other fees and expenses, in each case as are or expenses required to be paid on or before the date hereof pursuant to the terms of the Financing Debt Commitment LettersLetters on or before the date of this Agreement. (g) In no event shall the receipt or availability of any funds or financing by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations hereunder.

Financing. (ai) Parent understands Sun Treasury (or one of its Affiliates) and acknowledges that certain financing institutions have entered into a binding commitment letter (the “Debt Commitment Letter”) entitling Sun Treasury to borrow funds in an aggregate amount which, when combined with other funds available to ListCo, Sun or any of its applicable Affiliates to be used to part finance the Cash Consideration, will be sufficient to satisfy ListCo, Merger Sub and/or Sun’s obligations under this Agreement, including the payment of the Parent Cash Consideration, and Merger Sub to consummate 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 are not in any way contingent upon transactions described in, this Agreement or otherwise subject the Debt Commitment Letter (such amounts, the “Financing Amounts”). The debt financing committed pursuant to the Parent’s consummation of any financing arrangement, Debt Commitment Letter is collectively referred to in this Agreement as the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent“Debt Financing”. (bii) Parent Sun has delivered to the Company Willow a true, complete and correct copies copy of the Debt Commitment Letter and any fee letter related thereto (i) (1) the fully executed commitment “Fee Letter”, subject, in the case of such fee letter, dated as to redaction solely of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 provisions that are to be used to fund the Transactions and fees customarily redacted in connection with such debt transactions of this type and that would not reasonably be expected to affect the conditionality, enforceability, availability or (other than in connection with the fees and “flex” provisions) amount of the Debt Financing. ▇▇▇ expressly acknowledges and agrees that the obligations of Sun under this Agreement are not conditioned in any manner upon Sun obtaining any financing (the “OpCo Debt Financing”including term loans, bridge financing and bonds), . (2iii) the fully executed warehouse facility commitment letter, dated Except as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; expressly set forth in the Debt Commitment Letters together with the Equity Commitment Letter and Fee Letter, there are no conditions precedent to the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and obligations of 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, Debt Financing or any contingencies that would permit the proceeds Financing Sources to reduce the total amount 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 impose any additional conditions precedent to the Equity Financing, the “Financing”), 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 availability of the Debt Financing or (y) impose any additional conditions or other contingencies (or otherwise amend, modify or expand any conditions or other contingencies in a manner adverse that would reasonably be expected to Parent) or adversely affect the availability or timing of the funding availability of or termination 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 including any condition or other contingency relating to the provisions specified therein. (c) As of the date hereof, each amount or availability of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (pursuant to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptionsany “flex” provision. Assuming due and valid execution by each other party thereto (in the case of Other than 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, Letter and the respective commitments contained therein have not been withdrawnFee Letter, terminatedthere are no side letters, 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 understandings or other similar entities who had not executed a Debt Commitment Letter as agreements, contracts or arrangements of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that any kind (iwritten or oral) to which Sun or any such added lender, lead arranger, bookrunner, syndication agent or other similar entity of its Affiliates is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amountparty, or the Company of which Sun has given its prior written consent thereto)). As of the date hereofknowledge, 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related relating to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that would reasonably be expected affect the full amount availability or conditionality of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee letters, engagement letters relating to the Debt Financing and non-disclosure agreements, none of which impact or the conditionality, timing or amount enforceability 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 Debt Commitment Letter. Sun has paid 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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, or caused to be paid, full any and all commitment fees and any and all or other fees due and expenses, in each case as are required to be paid on or before the date hereof payable pursuant to the terms of the Financing Debt Commitment LettersLetter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Merger Effective Date.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent The Buyer has delivered to the Company Seller a true, complete and correct copies copy of (i) one or more executed commitment letters from the Sponsors dated as of the date of this Agreement (including all exhibits, schedules and annexes thereto, collectively, the “Equity Commitment Letter”, and the commitments under the Equity Commitment Letter, the “Equity Financing Commitments”) , pursuant to which the Sponsors have committed and agreed to provide equity financing in the amount set forth therein for the purposes set forth therein (1the “Equity Financing”), (ii) the fully an executed debt commitment letter, dated as of the date hereof of this Agreement (including all exhibits, annexes, schedules and term sheets attached annexes thereto, and as amended from time to time after the date hereof solely as permitted by Section 6.08, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 and fees in connection with such debt financing (the “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, together with the OpCo Equity Commitment Letter, the “Commitment Letters”, and the commitments under the Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters Financing Commitments” and, together with the Equity Commitment LetterFinancing Commitments, the “Financing Commitment LettersCommitments”), between Credit Suisse AG, Cayman Islands Branch and from the ParentDebt Financing Sources, pursuant to which the Parent Debt Financing Sources party thereto have agreedcommitted, on subject to the terms and subject to the conditions set forth therein, to provide Parent with to the Buyer debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions therein (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; provided, that for purposes of this Agreement, the Debt Financing shall also include, after the date hereof, to the extent Alternative Financing from any other Person is obtained in accordance with this Agreement, such Alternative Financing, the Debt Financing, together with the Equity Financing, is collectively referred to as the “Financing”), 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 or (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 provisions specified therein. (c) . As of the date hereof, each (i) the Financing Commitments have not been amended, modified, restated, replaced, terminated, waived or withdrawn, (ii) other than amendments or modifications solely to add lenders, lead arrangers, bookrunners and similar entities who have not executed the Debt Financing Commitment as of the date hereof, no such amendment, modification, restatement, replacement, termination, waiver or withdrawal of the Financing Commitment Letters Commitments is contemplated and (iii) the Financing Commitments are in full force and effect and is a constitute the legal, valid, valid and binding and enforceable obligation obligations of Parent (to the extent party thereto) Buyer and, to the Knowledge of Parentthe Buyer, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its termscase, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the Enforceability Exceptionsenforcement of creditors’ rights and subject to general principles of equity. 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing is subject to no conditions precedent other than those set forth in the amount Financing Commitments. As of fees the date hereof, the Buyer is not aware of any fact or occurrence that would result in any additional conditions or contingencies to the availability of the Financing to be paid or original issue discount) from that contemplated in funded on the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))Closing Date. 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 material breach on by the part of Parent or, to the Knowledge of the Parent, any other party thereto Buyer under any Financing Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters Commitments and, as of the date hereof, Parent assuming the conditions set forth in Section 2.02 have been satisfied, the Buyer has no reason to believe that it will not be able unable to satisfy any term or condition of closing the conditions to the funding of the Financing that is required to be satisfied as a condition of contemplated on the Financing, Closing Date or that the full amount of the Financing will not be made available to Parent the Buyer on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent none of the Sponsors nor the Debt Financing Sources have notified the Buyer of its intention to terminate or its Affiliates have fully paidwithdraw the Financing Commitments, as applicable, or the commitments thereunder. The Buyer has paid (or caused to be paid, ) in full any and all commitment fees and any and all or other fees and expenses, in each case as are expenses required by the terms of the Financing Commitments to be paid on or before prior to the date hereof and has otherwise satisfied all of the other conditions required to be satisfied pursuant to the terms of the Financing Commitment LettersCommitments, if any, prior to the date of this Agreement. For the avoidance of doubt, Buyer acknowledges that its ability to obtain any financing (including without limitation, the Financing) it is not a condition to its obligation to consummate the Closing and the other transactions under this Agreement.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent Buyer has delivered to the Company true, Seller true and complete and correct copies of (i) (1) the fully executed equity commitment letter, dated as of the date hereof of this Agreement, from Kinderhook Capital Fund IV, L.P. and Kinderhook Capital Fund IV-B, L.P. (including all exhibitscollectively, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment LetterSponsor Fund”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parenta copy of which is attached as Annex I hereto (the “Equity Financing Commitment”), pursuant to which the Parent Financing Sources party thereto have agreedSponsor Fund has committed, on the terms and subject to the conditions set forth thereinterms thereof, to provide Parent with debt equity financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing Buyer (the “OpCo Debt Equity Financing”), (2) the fully executed warehouse facility commitment letter, dated as of . Prior to the date hereof (including all exhibits, annexes, schedules and term sheets attached theretoof this Agreement, the “AssetCo Debt Equity Financing Commitment Letter” andhas not been amended or modified, together with and the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with respective commitments contained in the Equity Commitment Letter, the “Financing Commitment 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 not been withdrawn or rescinded 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 any respect. The Equity Financing, the “Financing”), 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 or (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 provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) Buyer and, to the Knowledge knowledge of ParentBuyer, the other parties thereto. Subject to the immediately preceding and succeeding sentences, the Equity Financing Commitment, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, 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 Knowledgeform so delivered, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter in full force and effect as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each casethis Agreement. Assuming, the Purchase Price equals $58,000,000, without giving effect to any adjustments pursuant to Sections 2.01 or 2.02, the Equity Financing Commitment is in an amount sufficient to fund the entire Purchase Price and provides that Seller is an intended third party beneficiary of the Equity Financing Commitment, and entitled to enforce the Equity Financing Commitment in accordance with the terms and conditions thereof. The obligations to make the Equity Financing available to Buyer pursuant to the terms of the Equity Financing Commitment are not subject to any conditions other than the conditions set forth in the Equity Financing Commitment. No person has been increased by a corresponding amountany right to impose (and the Buyer has no obligation to accept) any condition to the Equity Financing other than as set forth in the Equity Financing Commitment, nor any reduction to the aggregate amount available under the Equity Financing Commitment (nor any term or condition which would have the Company has given its prior written consent thereto)effect of reducing the aggregate amount available under the Equity Financing Commitment). As of the date hereofof this Agreement, there are no side letters, understandings or other agreements or arrangements relating to the Equity Financing. As of the date of this Agreement, (i) the Equity Financing Commitment has not been supplemented, modified or amended in any respect, (ii) 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 Buyer under the Knowledge of the Parent, any other party thereto under any Equity Financing Commitment Letterand (iii) the commitments contained in the Equity Financing Commitment have not been withdrawn, terminated or rescinded. As of the date hereofof this Agreement, Parent Buyer (x) is not aware of any fact, event fact or other occurrence that makes any of the assumptions, or the representations and or warranties of Parent Buyer, in any the Equity Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing , (including any flex provisionsy) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it Buyer will not be able unable to satisfy on a timely basis any term or condition of closing of the Financing that is required to be satisfied as a condition by it or its Affiliates contained in the Equity Financing Commitment and (z) has no reason to believe that any portion of the Financing, or that Equity Financing required to consummate the full amount of the Financing transactions contemplated hereby will not be made available to Parent Buyer on the Closing Date. Other than As of the Financing Commitment Lettersdate of this Agreement, there are no side letters letters, understandings or other Contracts, agreements or 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 Equity Financing. As of the Financing) which could adversely impact the timing or availability date 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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (i) the Equity Financing Commitment has not been supplemented, modified or amended in any respect, (ii) no event has occurred which, with or without notice, lapse of time or both, would constitute a breach on the part of Buyer under the Equity Financing Commitment and (iii) the commitments contained in the Equity Financing Commitment have not been withdrawn, terminated or rescinded. Buyer has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Equity Financing Commitment to be paid by it on or prior to the date of this Agreement and shall in the future pay all other amounts payable by Parent or its Affiliates any such fees as they become due pursuant to the Equity Financing Commitment. The Equity Financing Commitment, when funded, will provide Buyer with financing at Closing sufficient to satisfy all of Buyer’s obligations under this Agreement, including the consummation of the purchase and sale of the Shares and the other Ancillary Agreements to which any such Person is a partytransactions contemplated by this Agreement and the other Transaction Documents upon the terms set forth herein and therein, (iii) pay including the payment in full of the Closing Date Amount and all related fees and expenses of Parent and associated with the foregoing. Buyer acknowledges that its Affiliates and Representatives, and (iv) obligations under this Agreement are not conditioned upon or subject 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 its receipt 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 proceeds made available under the date hereof pursuant to the terms of the Equity Financing Commitment Lettersor any alternative financing.

Financing. Purchaser has furnished to the Company a true and complete copy of (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully an executed equity commitment letter, dated as of June 27, 2016, by and between Purchaser and the date hereof Sponsor (including together with all exhibits, schedules, annexes, schedules supplements and term sheets attached amendments thereto, the “OpCo Debt Equity Commitment Letter”) pursuant to which the Sponsor has committed to invest, directly or indirectly, in Purchaser the cash amounts set forth therein (the “Equity Financing”), subject to the terms and conditions set forth in the Equity Commitment Letter, and (b) an executed Third Amendment to Credit Agreement (the “Incremental Amendment”), dated June 27, 2016, among the Sponsor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., BNP Paribas, Credit Agricole Corporate and Investment Bank, SunTrust Bank, Credit Suisse AG, Credit Suisse Loan Funding LLC Cayman Islands Branch, as the administrative agent, and Parent, pursuant to which the Parent Financing Sources party other parties thereto have agreed, on the terms and subject to the conditions set forth therein, to provide Parent (together with debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing (the “OpCo Debt Financing”), (2) the fully executed warehouse facility commitment letter, dated as of the date hereof (including all exhibits, schedules, annexes, schedules supplements and term sheets attached amendments thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, ) pursuant to which the Parent Financing Sources party thereto such lending parties named therein have agreed, on the terms and subject to the conditions set forth therein, committed to provide Parent the Sponsor with at least $1,850.0 million in 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”), subject to the terms and (3) the fully executed fee letters relating to each of conditions set forth in the Debt Commitment Letters; provided that Letter. Purchaser will have, upon receipt by the fee amounts, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount Sponsor or a controlled subsidiary of the Debt Financing or (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 Sponsor of the funding funds at Closing in accordance with the Commitment Letters, sufficient available funds on hand to consummate the purchase of the Debt FinancingShares as contemplated herein, including to (i) may be redacted pay the Purchase Price in a customary manner; and accordance with ARTICLE III, (ii) make the Equity other payments, and assume the other obligations, required for Closing pursuant to Section 4.2(b) and (iii) pay any fees and expenses allocated to Purchaser pursuant to this Agreement. Each Commitment Letter, which provides, and shall continue to provide, that in the Company is a third party beneficiary thereto with respect form so furnished to the provisions specified therein. (c) As of the date hereofCompany, each of the Financing Commitment Letters is valid, binding and in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent orPurchaser or the Sponsor, as applicable, under any term or condition thereof. The Commitment Letters have not been amended or modified in any respect prior to the Knowledge date of this Agreement (other than as attached thereto) and as of the Parentdate of this Agreement, (i) no such amendment or modification is contemplated by the Purchaser (other than, with respect to the Debt Commitment Letter, any amendments or modifications to the extent such amendments or modifications could not reasonably be expected to in any way materially delay or adversely affect the Closing or the transactions contemplated by this Agreement) and (ii) the commitments contained in the Commitment Letters have not been withdrawn, rescinded or terminated. Except for the PIPE SPA, the Interim Sponsors Agreement, any engagement letters related to the Financing, as of the date hereof, there are no side letters or other agreements, arrangements or understandings (including fee or side letters, but excluding customary structuring or advisor fees) to which Purchaser or any of its Affiliates is a party thereto under any related to the funding or investing, as applicable, of the full amount of the Financing or that could reasonably be expected to adversely affect the timing of Closing. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Equity Financing or the Debt Financing by the Financing Sources, other than as specifically set forth the in the respective Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other occurrence assuming that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in Section 9.1 are satisfied at or prior to the Financing Commitment Letters andClosing Date, as of the date hereof, Parent has no Purchaser does not have any reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required conditions to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent satisfied on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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 Letterstimely basis.

Financing. (a) Parent understands Buyer has sufficient cash to pay when (and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not if) due, in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangementaccordance with this Agreement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the ParentBuyer Termination Fee. (b) Parent Assuming the Debt Financing contemplated by the Debt Commitment Letters is consummated substantially in accordance with their terms, Buyer (i) will have sufficient cash, available lines of credit or other sources of immediately available funds to pay in cash, when due, the Purchase Price and any expenses incurred by Buyer in connection with the Transaction, and (ii) will have the financial resources and capabilities to perform its obligations hereunder. Buyer has delivered to the Company true, Seller correct and complete and correct copies of (i) (1) the fully executed commitment letter, dated as of Buyer’s Debt Commitment Letters in effect on the date hereof (including all exhibits, annexes, schedules and term sheets attached theretosuch Debt Commitment Letters, the “OpCo Initial Debt Commitment LetterLetters”), among Credit Suisse AG, Credit Suisse Loan Funding LLC ; and Parent, pursuant to which the Parent Debt 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 specified therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing (the “OpCo Initial Debt Financing”), excluding any related Fee and Sponsor Letters (2) the fully executed warehouse facility commitment letter, dated as “Initial Fee and Sponsor Letters”). Each of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Initial Debt Commitment Letters together with the Equity Commitment Letterhas been duly executed by Buyer and, the “Financing Commitment 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 thereinKnowledge of Buyer, to provide Parent with debt financing in the amounts set forth thereineach other Person party thereto, 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”), 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 or (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 provisions specified therein. (c) As as of the date hereof, each of the Financing Initial Debt Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of ParentBuyer, the other parties theretois valid, in each case subject to the Enforceability Exceptions. Assuming due binding and valid execution by enforceable against each other Person 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 . Buyer and its Affiliates have paid any and all fees and expenses that the Initial Debt Commitment Letters and Initial Fee and Sponsor Letters require to have been paid on or prior to the Enforceability Exceptionsdate hereof. The Initial Debt Commitment Letters contain all of the conditions precedent to the obligations of the Lenders thereunder to make the Initial Debt Financing available to Buyer on the terms therein and no conditions precedent or other terms with respect to such obligations are contained in the Initial Fee and Sponsor Letters or in any side letters or other Contracts to which Buyer or an Affiliate thereof is a party. 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 similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 assuming the satisfaction of the conditions set forth in Sections 6.1Section 8.1 and Section 8.2, 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 Buyer does not have reason to believe that any conditions to the FinancingDebt Financing will not be satisfied or that the Debt Financing will not be consummated as contemplated by the Initial Debt Commitment Letters. Upon Buyer acknowledges and agrees that the funding obligation of Buyer to consummate the Financing Transaction in accordance with and subject to its the terms and conditions of this Agreement (including after giving effect to any pricing flex that results in OIDSection 2.1) is not conditioned upon the closing of the Debt Financing, if exercised), Buyer’s receipt of the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on Debt Financing or Buyer’s ability to finance or pay the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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 LettersPurchase Price.

Financing. (a) Parent understands and acknowledges that the obligations Acquisition Sub have received and accepted and agreed to a commitment letter dated as of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon date hereof (as amended, supplemented or otherwise subject modified from time to time in accordance with the terms hereof, the “Debt Commitment Letter”) from the Lender relating to the Parent’s consummation commitment of any the Lender to provide the debt financing arrangementdescribed therein to Acquisition Sub in connection with the Offer, the Parent’s obtaining of any Merger and the other transactions contemplated by this Agreement. The financing or contemplated by the availability, grant, provision or extension of any financing Debt Commitment Letter is referred to in this Agreement as the Parent“Debt Financing”. (b) Parent has delivered received and accepted and agreed to the Company true, complete and correct copies of (i) (1) the fully executed a commitment letter, letter dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Equity Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 and fees in connection with such debt financing (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together ) with the Equity Commitment Letter, Investor relating to the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch commitment of the Equity Investor to provide a cash equity investment required to consummate the Offer and the Parent, pursuant to which the Parent Financing Sources party thereto have agreed, Merger on the terms and subject contemplated by this Agreement. The cash equity investment contemplated by the Equity Commitment Letter is referred 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 (herein as the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Equity Financing”; the Debt Equity Financing, together with the Equity Debt Financing, is collectively referred to as the “Financing”), . Complete and (3) the fully executed fee letters relating to each correct copies of the Debt executed Commitment Letters; Letters have been provided that to 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 or (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 Company. The Equity Commitment Letter, which Letter provides, and shall will continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions specified therein. (c) Subject to its terms and conditions and assuming the satisfaction in full of all conditions to Parent’s obligation to consummate the Offer and/or the Merger (as applicable), the aggregate proceeds of the Financing, when funded in accordance with the Commitment Letters, will provide Acquisition Sub with acquisition financing at the Acceptance Time, or the Effective Time (as applicable) sufficient for the consummation of the transactions contemplated hereby (including the Offer and the Merger) and for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement in connection with the consummation of the transactions contemplated by this Agreement, including the payment of the Per Share Consideration in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer, all amounts to be paid pursuant to Section 2.5(a)(iii) and Section 6.1(a) and all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of indebtedness of the Company required in connection therewith). (d) As of the date hereof, each of the Financing Commitment Letters is are valid, binding and in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. Each of the Commitment Letters, in the form so delivered, is a legal, valid, valid and binding and enforceable obligation of Parent (to the extent party thereto) and Acquisition Sub and, in the case of the Debt Commitment Letter only and to the Knowledge of Parent, the other parties thereto, in each case subject to: (i) the respective conditions expressly set forth therein; (ii) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (iii) rules of law governing specific performance, injunctive relief and other equitable remedies. Except for a fee letter and engagement letter (complete copies of which have been provided to the Enforceability Exceptions. Assuming due Company with only the fee amounts and valid execution by each certain other party thereto terms (none of which would adversely affect in any material manner the case aggregate amount, conditionality, enforceability, termination or availability of the Debt Financing (except to the extent a reduction from such Debt Financing source would be offset by an increase in the Equity Financing (provided that such increase in Equity Financing is reflected in an amended Equity Commitment Letters onlyLetter) or in the debt or other alternative financing being made available by an alternative financing source)) redacted), 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 similar entities who had not executed a Debt Commitment Letter as of the date hereofhereof there are no side letters or other agreements, in each casecontracts or arrangements related to the funding or investing, as contemplated by applicable, of the Financing other than as expressly set forth in the Commitment Letters and in accordance with such Debt Commitment Letter; provided, however, any customary engagement letters and non-disclosure agreements that (i) any such added lender, lead arranger, bookrunner, syndication agent do not impact the conditionality for the Financing to occur or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))Financing. As of the date hereof, no event or circumstance within the control of Parent or Acquisition Sub, or to the Knowledge of Parent or Acquisition Sub, no other event or circumstance has occurred or exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or material breach on or an incurable failure to satisfy a condition precedent under the part of Parent or, to the Knowledge terms and conditions 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters other than any such default or other Contractsbreach that has been waived by the Lender or the Equity Investor, arrangements as the case may be, or understandings (written otherwise cured in a timely manner by Parent or oral) directly or indirectly related Acquisition Sub 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 6.1Lender or Equity Investor, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof as the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex case may be; provided that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent Acquisition Sub are not making 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 representation 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.warranty

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, correct and complete and correct copies of (i) (1) the fully executed commitment lettercopies, dated as of the date hereof of this Agreement, of (i) an executed commitment letter (the “Equity Commitment Letter”) from Frontenac IX Private Capital Limited Partnership, Frontenac IX Private Capital A Limited Partnership, and Frontenac IX Private Capital (Cayman) Limited Partnership (collectively, the “Equity Providers” and each an “Equity Provider”) to each purchase for cash, in each case subject to the terms and conditions therein, equity securities of Parent in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), (ii) an executed commitment letter (including all exhibits, annexes, schedules and term sheets attached theretoamendments thereto in effect as of the date of this Agreement) (the “Senior Debt Financing Letter”) from RBS Citizens, N.A., Citizens Bank of Pennsylvania, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Bank of America, N.A., and SunTrust Bank (collectively, the “OpCo Debt Commitment LetterSenior Lenders”)) to provide and arrange, among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant subject 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 the debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “OpCo Senior Debt Financing”), (2iii) the fully an executed warehouse facility commitment letter, dated as of the date hereof letter (including all exhibits, annexes, schedules and term sheets attached thereto, amendments thereto in effect as of the date of this Agreement) (the “AssetCo Mezzanine Debt Commitment Financing Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter and Senior Debt Financing Letter, the “Financing Commitment Letters”)) from PNC Mezzanine Capital (the “Mezzanine Lender” and, between Credit Suisse AGtogether with the Senior Lenders, Cayman Islands Branch the “Lenders”) to provide and the Parentarrange, pursuant subject 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 the debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions therein (the “AssetCo Mezzanine Debt Financing” and, together with the OpCo Equity Financing and the Senior Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), ) and (3iv) the fully executed fee letters relating to each most recent annual and quarterly financial statements of the Debt Commitment Letters; Parent 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 or (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 provisions specified therein. (c) Lenders. As of the date hereofof this Agreement, each of (i) the Financing Commitment Letters is are in full force and effect and is a legaleffect, are valid, binding and enforceable obligation obligations of Parent (to the extent party thereto) andParent, and to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have not been amended, supplemented withdrawn or terminated or otherwise amended or modified in any respectrespect without the prior written consent of the Company, and the respective commitments contained therein have not been withdrawn, terminated, rescinded no such amendment or otherwise modified in any respect, normodification is contemplated by Parent or, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bankparty thereto, and (ii) assuming the accuracy of the Company’s representations and warranties contained in no event shall the addition this Agreement, Parent is not in breach of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid terms or original issue discountconditions set forth therein and, except as set forth in Section 6.8(a) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereofParent Disclosure Letter, no event has occurred which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a default breach or material breach on the part of Parent or, failure 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions satisfy a condition precedent set forth in the Financing Commitment Letters and, as of the date hereof, Letters. Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, or caused to be paid, any and all commitment fees and any and all or other fees and expenses, in each case as connection with the Financing Letters that are required to be paid payable on or before prior to the date hereof pursuant to the terms of the Financing Commitment Lettersthis Agreement.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not Debtor in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) (1) the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Possession Financing Sources party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide Parent The Debtors shall be provided with debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt debtor-in-possession financing (the “OpCo Debt FinancingDIP Facilities”), (2) the fully executed warehouse facility commitment letter, dated as consisting of one or more of the date hereof following: (including all exhibitsa) a super-priority, annexessecured, schedules and term sheets attached theretodebtor-in-possession revolving credit facility (the “DIP Revolving Facility”) provided by the ABL Lenders (in such capacity, the “AssetCo Debt Commitment Letter” andDIP Revolving Lenders”) and (b) a super-priority, secured, debtor-in-possession term loan facility (the “DIP Term Facility”) provided by one or more of the Term Lenders (in such capacity, the “DIP Term Lenders”, and together with the OpCo Debt Commitment LetterDIP Revolving Lenders, the “Debt Commitment LettersDIP Lenders”; ). The DIP Facilities, and all borrowings thereunder, shall be subject to a budget updated monthly (with be PIK and 50% in cash. weekly cash reporting) and approved by the Debt Commitment Letters together with DIP Lenders. The terms and conditions of the Equity Commitment LetterDIP Facilities shall be acceptable to the Supporting Noteholders and the Debtors, acting reasonably and in good faith. Plan Funding The Reorganized Debtors shall be funded on effective date of the Plan (the “Effective Date”) by the proceeds of the Rights Offering (as defined below) and, if necessary, the “Financing Commitment Letters”Exit Facility (as defined below). The proceeds of the Rights Offering and Exit Facility shall be in an aggregate amount which shall be sufficient to fund required distributions under the Plan, between Credit Suisse AG, Cayman Islands Branch and including to pay in full all outstanding amounts under the Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the terms and DIP Facilities (subject to the conditions set forth thereinconversion of the DIP Term Loans to New Common Stock as described below) and the ABL Facility on the Effective Date. Rights Offering Pursuant to and in connection with the consummation of the Restructuring Transactions, to provide Parent with debt financing in following confirmation of the amounts set forth thereinPlan, the proceeds of which are to be used to fund the Transactions Company will distribute rights (the “AssetCo Debt Financing” andRights”) to the holders of 2021 Note claims against the Debtors and holders of 2018 Note claims against the Badlands (DE) Debtor that will permit such the holders thereof to acquire, together in the aggregate, $150 million of New Common Stock (the “Rights Offering”). The New Common Stock issued in connection with the OpCo Debt FinancingRights Offering will be sold at a total enterprise valuation of the Reorganized Debtors on the Effective Date of $350 million (the “Plan Value”). The Rights shall be exercisable prior to the Effective Date. Exit Financing To the extent necessary after the Rights Offering, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), 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 or (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 Reorganized Debtors shall continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Effective Date by a new first lien, senior secured exit facility (including by increasing the amount “Exit Facility”), which Exit Facility shall be in form and substance acceptable to the Supporting Noteholders. The Debtors and the Supporting Noteholders will work in good faith to source and execute on the Exit Facility, which can be in the form of fees an asset backed revolver, term loan or combination thereof. The Term Loan Lenders shall provide a standby commitment to fund the Exit Facility. Such Term Loan Lenders shall be paid a six percent (6%) fee, payable in cash and or original issue discount) from that contemplated in New Common Stock at the Debt Commitment Letters (unlesselection of the Term Loan Lenders, in each case, connection with the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, 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 LettersExit Facility Commitment.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, (i) true and complete and correct copies of executed written commitments (i) (1) as the fully executed commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached theretosame may be amended pursuant to Section 6.14, the “OpCo Debt Commitment LetterFinancing Commitments”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources lenders party thereto have agreed, on subject only to the terms and subject to the conditions set forth therein, to provide or cause to be provided to Parent with and/or Merger Sub debt financing and continue to make available to the Company a revolving credit facility in the amounts set forth therein, therein for the proceeds purposes of which are to be used to fund financing the Transactions transactions contemplated by this Agreement and related fees in connection with such debt financing and expenses and the Company’s ongoing operating expenses (the “OpCo Debt Financing”), ) and (2ii) the fully true and complete copies of an executed warehouse facility written commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached theretocollectively, the “AssetCo Debt Commitment LetterEquity Financing Commitment” and, and together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment LetterFinancing Commitments, the “Financing Commitment LettersCommitments”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Financing Sources party thereto have has agreed, on subject only to the terms and subject to the conditions set forth therein, to provide or cause to be provided to Parent with debt and/or Merger Sub equity financing in the amounts set forth therein, therein for the proceeds purposes of which are to be used to fund financing the Transactions transactions contemplated by this Agreement and related fees and expenses (the “AssetCo Debt Equity Financing” and, and together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), 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 or (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 provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereofof this Agreement, none of the Financing Commitment Letters have Commitments has been amended, supplemented amended or modified in any respectmodified, and the respective commitments contained therein in the Financing Commitments have not been withdrawnwithdrawn or rescinded. As of the date of this Agreement, terminated, rescinded or otherwise modified the Financing Commitments are in full force and effect. Parent has fully paid 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 and all commitment fees or other similar entities who had not executed a Debt Commitment Letter fees in connection with the Financing Commitments that are due and payable as of the date hereofof this Agreement in connection therewith or pursuant thereto. As of the date of this Agreement, 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 there are no conditions precedent or other similar entity is a Qualified Bank, and (ii) in no event shall contingencies related to the addition funding of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate full amount of the Debt 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 Financing, other than as set forth in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto))Commitments. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default or material breach on the part of Parent or, to the Knowledge or Merger Sub under any of the Parent, any other party thereto under any Financing Commitment LetterCommitments. As of the date hereofof this Agreement, neither Parent nor Merger Sub is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than reason why the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will Commitments would not be able to satisfy any term satisfied on 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 before the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related Subject to the Financing (except for customary fee letters, engagement letters relating to the Debt Financing terms 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 6.1Commitments, 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 the terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised)of this Agreement, the aggregate proceeds of contemplated by the FinancingFinancing Commitments, together with other unrestricted the cash and cash equivalents on hand of Parent Parent, Merger Sub and the Company on the Closing Date, are, will be sufficient for Parent and will be, in an amount sufficient Merger Sub to (i) consummate the Closing Merger upon the terms contemplated by this Agreement, (ii) Agreement and to pay all other amounts the aggregate Per Share Merger Consideration payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iiiSection 4.1(a) 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. (a) Parent understands and acknowledges that Concurrently with the obligations execution of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangementthis Agreement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent Buyer has delivered to the Company true, complete Seller true and correct copies of (i) (1) the fully executed commitment letter, dated as of the date hereof letters (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and 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 and fees in connection with such debt financing (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; ) providing the Debt Commitment Letters together with terms and conditions upon which the Equity Commitment Letterissuers thereof (collectively, the “Financing Commitment LettersLenders”), 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, committed to provide Parent with the full amount of debt financing required in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions connection with this Agreement (the “AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), and (3) the fully executed fee letters relating to each of the . 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 or (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 provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is are in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing this Agreement. The obligations 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, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). 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 other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of fund the full amount of the Financing (including commitments under the Debt Commitment Letters are not subject to any flex provisions) conditions other than the conditions precedent as set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 fact or occurrence existing as of the date of this Agreement that makes any of the assumptions or statements set forth in the Debt Commitment Letters inaccurate or that causes the Debt Commitment Letters to the Financing the satisfaction of which would prevent be ineffective with respect to Buyer or that precludes or is reasonably likely to preclude the satisfaction of the conditions set forth in Sections 6.1, 6.2, the Debt Commitment Letters. All commitment and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, other fees required to be paid under the Debt Commitment Letters on or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition prior to the Financing. Upon the funding of the Financing in accordance with and subject date hereof have been paid. (b) Subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised)conditions, the aggregate proceeds of the Debt Financing, together when funded in accordance with other unrestricted cash and cash equivalents on hand of Parent on the Closing DateDebt Commitment Letters, are, and will be, in an amount provide Buyer with funds sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt transactions contemplated by this Agreement). As Agreement on the terms contemplated hereby, including, for the avoidance of doubt, to pay the date hereof, Parent or its Affiliates have fully paid, or caused to be paid, any Purchase Price and all commitment related fees and any expenses payable by Buyer in connection with this Agreement and all other fees and expenses, in each case as are required to be paid on or before the date hereof pursuant to transactions contemplated hereby at the terms of the Financing Commitment LettersClosing.

Financing. (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company true, complete and correct copies of (i) executed commitment letters, dated as of the date hereof, among Parent and each of the Guarantors and GS Investors (the "Equity Commitment Letters") , pursuant to which the Guarantors and GS Investors have committed, subject to the terms and conditions thereof, to invest in Parent the cash amounts and, in the case of P2 Capital Master Fund I, L.P., cash amounts and a certain specified number of shares of Common Stock, in each case, as set forth therein (1the "Equity Financing"), and (ii) the fully executed commitment letter, dated as of the date hereof hereof, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Bank of America, N.A. and Merger Sub (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo "Debt Commitment Letter”", together with the Equity Commitment Letters, the "Financing Letters"), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party counterparties thereto have agreedcommitted, on subject to the terms and subject to the conditions set forth thereinthereof, to provide Parent with debt financing in lend the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing therein (the “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, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment 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”"), and . (3b) Assuming the fully executed fee letters relating to each accuracy of the Debt Commitment representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company of its obligations hereunder, the amount of funds to be provided pursuant to the Financing Letters; provided that , if funded in accordance with the fee amountsterms of the Financing Letters, flex provisions including the combination of funds expected to be available for borrowing under the New ABL Facility and other economic terms any Available Cash of the Company and its subsidiaries as of the Closing Date, will be sufficient to (i) pay the aggregate Per Share Merger Consideration to all holders of Shares (other than any such term that would (x) reduce Share owned by the aggregate amount of Company or by Parent or Merger Sub), including the Debt Financing or (y) impose any additional conditions or other contingencies (or otherwise amendamounts payable pursuant to Section 2.8, 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) repay the Equity principal and interest on all indebtedness outstanding under the Existing ABL Facility and to pay any amounts required to be paid to holders of the Existing Notes pursuant to the Consent, the Exit Consent Tender Offer or the Change of Control Offer (each as defined in the Debt Commitment Letter), which provides(iii) pay any and all fees and expenses required to be paid at the Closing by Parent, Merger Sub or the Surviving Corporation, in connection with the Merger and shall continue the Financing and (iv) any other amounts required to providebe paid in connection with the consummation of the transactions contemplated by this Agreement (collectively, that the Company is a third party beneficiary thereto with respect to amounts described in clauses (i) through (iv), the provisions specified therein"Financing Uses"). (c) As of the date hereof, each of the Financing Commitment Letters is are in full force and effect effect. Other than as set forth in the Financing Letters and is any fee letter (a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) "Fee Letter" and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of together with the Debt Commitment Letters onlyLetter, the "Debt Financing Letters"), each a copy of which has been provided to the Company prior to the date hereof (except that only the fee amounts, consent fees, price caps (including price caps in any securities demand provisions) and economic "flex" provisions set forth therein have been redacted), there are no conditions precedent related to the funding of the full net amount of the Financing Commitment that would, or would reasonably be expected to, (i) impair the validity of the Financing Letters, (ii) reduce the aggregate amount of the Financing, (iii) prevent or materially delay the Closing, (iv) cause either of the Financing Letters is enforceable against to be ineffective or (v) otherwise result in the parties thereto Financing not being available on a timely basis in accordance with its terms, subject order to consummate the Enforceability Exceptionstransactions contemplated by this Agreement. As of the date hereof, none of the Financing Commitment Letters have been Parent has not amended, modified, supplemented or modified waived any of the conditions or contingencies to funding contained in the Financing Letters (including definitive agreements related thereto) or any respectother provision of, and or remedies under, 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 Financing Letters (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as including definitive agreements related thereto). As of the date hereof, in each caseneither the Guarantors, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) the GS Investors nor any such added lender, lead arranger, bookrunner, syndication agent Financing Source has notified Parent or Merger Sub of its intention to terminate either of the Financing Letters or not to provide the Financing. There are no conditions precedent or other similar entity is a Qualified Bankcontingencies related to the funding of the full amount of the Financing or the conditions precedent thereto, other than as set forth in the Financing Letters (the "Disclosed Conditions"). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and (ii) in no event shall none of the addition of Guarantors, the GS Investors, Parent, Merger Sub, the Company or any subsidiary obligor have any obligation to accept, any condition precedent to such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce funding nor any reduction to the aggregate amount available under the Financing Letters on the Closing Date or, in the case of the Debt Opco Bridge Facility, the amount available thereunder to fund payments under any Exit Consent Tender Offer or any Change of Control Offer, as applicable (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Letters on the Closing Date or, in the case of the Opco Bridge Facility, the amount available thereunder to fund payments under any Exit Consent Tender Offer or any Change of Control Offer, as applicable). Neither Parent nor Merger Sub has any reason to believe that it will be funded unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to Parent or Merger Sub on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, subject in each case, case to all other parties to the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)Letters and this Agreement complying in all material respects with their applicable obligations thereunder and hereunder). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent or Merger Sub or, to the Knowledge of the Parent, any of the other parties thereto, under the Financing Letters, other than any such default or breach that has been waived by the Guarantors, the GS Investors, Merger Sub or the Financing Sources, as the case may be, or otherwise cured in a timely manner by Parent or Merger Sub to the reasonable satisfaction of the Guarantors, the GS Investors, or the Financing Sources, as the case may be. As of the date hereof, neither Parent nor Merger Sub nor any Affiliate thereof is a party thereto under to any side letters or other Contracts related to and that could affect the availability of the Financing Commitment other than the Financing Letters and any Fee Letter, in each case, delivered to the Company prior to the date hereof. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (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 (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees and any and all or other fees which are due and expenses, in each case as are required to be paid payable on or before prior to the date hereof pursuant to the terms of the Financing Commitment LettersLetters and the Fee Letter. (d) Neither Parent, Merger Sub nor any of their Affiliates has (i) retained any financial advisor on a basis exclusive to Parent and/or Merger Sub and/or any such Affiliate, or (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that would prevent or hinder such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Company or its Subsidiaries, in the case of clauses (i) and (ii), in connection with the Merger or the other transactions contemplated by this Agreement. Neither Parent, Merger Sub nor any of their Affiliates has caused or induced any Person to take any action that, if taken by Parent and/or Merger Sub, would be a breach of, or would cause to be untrue, any of the representations in this Section 4.8(d).