Common use of Syndication Clause in Contracts

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves the right, both prior to and after the Closing Date, to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on the Closing Date.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves You agree, until the right, both prior to and after the Closing DateSyndication Assistance Termination Date (as hereinafter defined), to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth actively assist MLPFS in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as achieving a Successful Syndication (as defined in the Fee Letter Letter). Such assistance shall include (as defined below)i) is achieved your providing and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use using commercially reasonable efforts to cause appropriate members your advisors to provide Bank of senior management of America and MLPFS and the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities other Lenders upon request with all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation Bank of the Transactions America and MLPFS to complete the structuring, arrangement and syndication of the Senior Credit Facilities, including, but not limited to, information and evaluations prepared by you and your advisors, or on your behalf, relating to the Transaction (including the Projections (as hereinafter defined), the “Information”), (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities assistance in the preparation of one or more customary confidential information memorandum or an Information Memoranda and other marketing materials to be used in connection with the structuring, arrangement and syndication of the Senior Credit Facilities (collectively, the "Marketing Documents"“Information Materials”), (viii) using your commercially reasonable efforts to ensure that the structuring, arrangement and syndication efforts of We▇▇▇ ▇argo Securities Bank of America and MLPFS benefit materially from your existing lending relationships banking relationships, and (viiv) providing otherwise assisting Bank of America and MLPFS in their structuring, arrangement and syndication efforts, including by making your officers and advisors available from time to time upon reasonable advance notice to attend and make presentations regarding the business and prospects of the Company and its subsidiaries and the Target and its subsidiaries, as soon as reasonably practicable after appropriate, at one or more meetings of prospective Lenders, in each case, at times and locations to be mutually agreed. (b) It is understood and agreed that MLPFS will manage and control all aspects of the date of this Commitment Letter structuring, arrangement and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent)you, including decisions as to the selection of prospective Lenders and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitment or consent, except on the terms contained in the Fee Letter. It is also understood and any related agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of Bank of America and MLPFS. (subject c) Notwithstanding the right of MLPFS to the terms hereof)structure, arrange and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, syndicate the Senior Credit Facilities and in no event receive commitments with respect thereto, (i) Bank of America shall not be relieved, released or novated from its obligations hereunder, including its obligation to fund its Commitments provided hereunder on the commencement date of consummation of the syndication Transaction (the date of such consummation and funding being referred to as the “Closing Date”), in connection with any syndication, assignment or participation of the Senior Credit Facilities, including its Commitment in respect thereof, until funding of the Senior Credit Facilities or on the successful completion Closing Date and (ii) Bank of the syndication America shall retain exclusive control over all rights and obligations with respect to its Commitment in respect of the Senior Credit Facilities constitute a condition Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the availability Closing Date has occurred, in each case unless you otherwise agree in writing (including, without limitation, pursuant to any revised version of this Commitment Letter or an amendment or joinder hereto). (d) The provisions of this Section 3 shall remain in full force and effect until the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on earliest of (i) ninety (90) days following the Closing Date, (ii) the completion of a Successful Syndication, or (iii) the termination of this Commitment Letter pursuant to the last paragraph hereof other than as a result of the occurrence of the Closing Date (the “Syndication Assistance Termination Date”).

Syndication. The Lead Arrangers reserve the right, prior to or after the Funding Date, to syndicate all or a portion of the Initial Lenders’ commitments hereunder with respect to the Bridge Facility to one or more prospective Lenders; provided, however, the Lead Arrangers will not syndicate the Bridge Facility to (a) Weany bona fide competitor of Parent or any of its subsidiaries, identified in writing to the Lead Arrangers prior to the launch of the primary syndication or to the Administrative Agent from time to time after the Funding Date, (b) such other persons identified in writing to the Lead Arrangers on or prior to the date hereof and (c) in the case of any person under clauses (a) and (b), any of its affiliates (other than bona fide debt funds) that are either (x) readily identifiable on the basis of its name or (y) identified in writing to the Lead Arrangers from time to time prior to the Funding Date or to the Administrative Agent from time to time after the Funding Date (such persons, collectively, the “Disqualified Lenders”); provided, further, that it is agreed that no written notice delivered pursuant to clauses (a), (b) or (c) above shall apply retroactively to disqualify any person that has previously been allocated any portion of the Bridge Facility pursuant to the syndication thereof or has previously acquired an assignment or participation interest in the Bridge Facility, although any such person may not be allocated any additional portion of the Bridge Facility or acquire any additional assignment or participation interest in the Bridge Facility following such notice; provided, further, that the selection of Lenders and the allocations of the commitments among such Lenders shall be subject to your consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that notwithstanding the right of the Lead Arrangers to syndicate the Bridge Facility and receive commitments with respect thereto, the Initial Lenders shall not be relieved, released or novated from their respective obligations hereunder (including their obligation to fund (severally, and not jointly) their applicable amount of the Bridge Facility pursuant to their commitments hereunder on the Funding Date) in connection with any syndication, assignment or participation of the Bridge Facility, prior to the funding of the entire amount (or such lesser amount as is requested by the Borrower in writing) of the Bridge Facility on the Funding Date. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial L▇▇▇ ▇argo Securities intends ▇▇▇’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Bridge Facility and reserves the right, both prior to and after successful completion of syndication of the Closing Date, to secure commitments for the Senior Credit Facilities from Bridge Facility shall not constitute a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing condition to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you availability of the Acquisition as mutually agreed between you and usBridge Facility on the Funding Date. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined date upon which all of the commitments in respect of the Fee Letter (as defined below)) is achieved Bridge Facility are terminated and (ii) the date that is 60 days 60th day following the Closing Funding Date (such earlier date, the "“Syndication Date"”), you agree that you will to actively assist, and will cause to use your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company Target (to the extent consistent with and not in contravention of the Purchase Agreement) to actively assist, We▇▇▇ ▇argo Securities the Lead Arrangers in achieving a syndication of the Bridge Facility that is reasonably satisfactory to the Lead Arrangers and you (subject to the procedures and your rights set forth in Section 1 hereof and the first paragraph of Section 3 hereof). Such assistance shall include your (a) assisting in the preparation of one or more customary confidential information memorandum or memoranda and other customary marketing materials to be used in connection with the Senior Credit Facilities syndication of the Bridge Facility (collectively with the "Marketing Documents"Summary of Terms, the “Information Materials”), (vb) using your commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities the Lead Arrangers benefit materially from your existing lending banking relationships and, to the extent consistent with and not in contravention of the Purchase Agreement, the existing banking relationships of the Target, (vic) providing your using commercially reasonable efforts to obtain as soon promptly as reasonably practicable after the date of this Commitment Letter hereof, and in any event, prior to the commencement launch of general a syndication of the Senior Credit Facilities Bridge Facility, giving effect to the Transactions, ratings (Abut no specific ratings) customary pro forma consolidated financial statements for the Borrower’s long-term senior unsecured debt from M▇▇▇▇’▇ Investors Service, Inc. (“M▇▇▇▇’▇”) and Standard & Poor’s Financial Services LLC (“S&P”) and (d) making your senior officers and certain advisors, and using your commercially reasonable efforts to make the senior officers and certain advisors of the Borrower Target (to the extent consistent with and not in contravention of the Purchase Agreement), available to attend and make presentations regarding the business and prospects of Parent and its subsidiaries, at one telephonic meeting of prospective Lenders (or, if otherwise deemed reasonably necessary by the Lead Arrangers, one or more telephonic meetings of prospective Lenders), at a time or times and location or locations to be mutually agreed. You further agree that, until the occurrence of the Syndication Date, you and your subsidiaries will not (and you will use commercially reasonable efforts (to the extent consistent with and not in contravention of the Purchase Agreement) to ensure that the Target and its subsidiaries will not) incur, issue, announce, offer, place or arrange any debt securities or any syndicated credit facility of Parent, the Target or their respective subsidiaries, in each case that would reasonably be expected to materially impair the primary syndication of the Bridge Facility (with it being understood that (i) any Qualifying Term Loan Facility (as defined in the Summary of Terms), (ii) the issuance of the Senior Notes (as defined in the Summary of Terms), (iii) drawings under the Borrower’s Fourth Amended and Restated Credit Agreement, dated as of June 30, 2022 (as amended, restated, amended and restated, waived, supplemented or otherwise modified prior to the date hereof, the “Existing Revolving Credit Agreement”), among the Borrower, Parent and certain of its subsidiaries as the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as agent for the lenders thereto, or any amendment, refinancing or replacement thereof, in each case, up to the amount of the commitments in effect thereunder on the date hereof, (iv) ordinary course purchase money and equipment financings and capital leases, (v) borrowings under ordinary course working capital, letter of credit or overdraft facilities, (vi) other debt in an amount not to exceed $200,000,000 in the aggregate, (vii) any indebtedness of the Target and its subsidiaries not prohibited from being incurred or remaining outstanding under the Purchase Agreement (including after giving effect to any consent by you or any of your affiliates to any such incurrence after the Transactions date hereof that requires your or any of your affiliates’ consent pursuant to the terms of the Purchase Agreement), (viii) borrowings under the Borrower’s Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012 (as amended prior to the date hereof), or any amendment, refinancing or replacement thereof, in each case, up to the amount of the commitments in effect thereunder on the date hereof, and (Bix) customary forecasts of consolidated financial statements any other financing agreed to by the Lead Arrangers, in each case of the Borrower and its subsidiaries after giving effect foregoing clauses (i) through (ix), will not be deemed to materially impair the primary syndication of the Bridge Facility). Notwithstanding anything to the Transactions for each year commencing with contrary contained in this Commitment Letter or the first fiscal year following the Closing Date for the term of the Senior Credit Facilities Fee Letters, (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that A) you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rulelaw, law rule or regulation applicable or any confidentiality obligation binding on you, the Target and/or any of your or their respective affiliates; provided that you shall use commercially reasonable efforts (with respect to you any such obligation binding on the Target or (iiiits affiliates, to the extent consistent with and not in contravention of the Purchase Agreement) any obligation to obtain the relevant consents under such obligations of confidentiality to a third party binding permit the provision of such information and, to the extent reasonably practicable and not prohibited by applicable law, rule or regulation, shall notify us of the information that is not being provided on you (as long as the basis of such confidentiality obligation was not entered into obligations and (B) the financial statements required by Exhibit B hereto are the only financial statements that will be required in contemplation connection with the syndication of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates Bridge Facility. It is understood and agreed that the Lead Arrangers will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent)you, including decisions as to the selection of prospective Lenders and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders proposed Lenders, when commitments will be accepted and the final allocations of the commitments and any related fees among the Lenders; provided that the selection of Lenders (and the allocations of the commitments among Lenders shall be subject to the terms hereof), procedures and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as rights set forth herein in Section 1 hereof and in the first paragraph 11 of the Conditions Annex, it Section 3 hereof. It is understood that no Lender participating in the Commitment hereunder is not conditioned upon Bridge Facility will receive compensation from you in order to obtain its commitment, except on the syndication ofterms contained herein, or receipt in the Summary of commitments in respect of, the Senior Credit Facilities Terms and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on the Closing DateFee Letters.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves We reserve the right, both prior to and and/or after the Closing Date, to secure commitments execution of definitive documentation for the Senior Secured Credit Facilities from (the “Senior Secured Credit Documentation”), to syndicate all or a syndicate portion of our commitments with respect to the Senior Secured Credit Facilities to a group of banks, financial institutions and other investors lenders (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you pursuant to a syndication to be managed exclusively by the Joint Lead Arrangers, provided that we will not syndicate to (i) those persons identified by you in writing to us prior to the date hereof or (ii) bona fide competitors of the Borrower, any of its subsidiaries or the Acquired Business that are identified in writing by you prior to the date hereof (such bankspersons, financial institutions together with any person that is clearly identifiable as an affiliate of such person on the basis of its name, collectively, the “Disqualified Institutions”); provided, that the Borrower, upon reasonable written notice to the Joint Lead Arrangers after the date hereof (or, after the Closing Date, the Administrative Agent), shall be permitted to supplement in writing the list of persons that are Disqualified Institutions to the extent such supplemented person is or becomes a bona fide competitor of the Borrower, any of its subsidiaries or the Acquired Business; provided, however, that such supplementation shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans; and provided, further, that a competitor or an affiliate of a competitor shall not include any bona fide debt fund or investment vehicle (other investors committing than a person which is excluded pursuant to clause (i) above). All aspects of the syndication of the Senior Secured Credit Facilities, including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of fees, shall be determined by (and coordinated through) the Joint Lead Arrangers in consultation with you. We intend to commence our syndication efforts with respect to the Senior Secured Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms Facilities following your execution and subject delivery to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution us of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until and, until the earlier to occur of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)Letter) is achieved and (ii) the date that is 60 days following after the Closing Date (such earlier dateperiod, the "“Syndication Date"Period”), you agree that you will assist, actively to assist (and will cause to use your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company Business to assist actively assist) us in completing a syndication that is reasonably satisfactory to us. Such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit from your existing lending and investment banking relationships, (b) direct contact between your senior management, representatives and advisors (and, to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of cause direct contact between senior management management, representatives and advisors of the Acquired CompanyBusiness) on the one hand and the proposed Lenders and rating agencies identified by the Joint Lead Arrangers on the other hand, available on reasonable prior notice and at reasonable times and placesplaces reasonably requested by the Joint Lead Arrangers, in each case(c) assistance by you (and, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, the extent not more than three (3) meetings and/or calls in connection with the initial syndication contravention of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing , your advisors to assist and using commercially reasonable efforts to cause the assistance by the Acquired Company to assist, We▇▇▇ ▇argo Securities Business) in the prompt preparation of a Confidential Information Memorandum for the Senior Secured Credit Facilities and other marketing materials and information reasonably deemed necessary by the Joint Lead Arrangers to complete a Successful Syndication (collectively, the “Information Materials”) for delivery to potential syndicate members and participants prior to the commencement of the Marketing Period, including, without limitation, estimates, forecasts, projections and other forward-looking financial information regarding the future performance of the Borrower and its subsidiaries (collectively, the “Projections”), (d) the hosting, with the Joint Lead Arrangers, of one or more customary confidential meetings and/or conference calls with prospective Lenders at such times and places as the Joint Lead Arrangers may reasonably request, (e) your ensuring (or, in the case of the Acquired Business, to the extent not in contravention of the Acquisition Agreement, your using commercially reasonable efforts to ensure) that there will not be any announcement, offering, placement or arrangement of issues of debt securities or credit facilities of, or on behalf of, you, your subsidiaries or the Acquired Business (including refinancings and renewals of debt but excluding the Senior Secured Credit Facilities, incurrences of revolving loans and other extensions of credit under the Existing Credit Agreement, debt expressly permitted to be incurred by the Acquired Business under the Acquisition Agreement (as in effect on the date hereof) and other indebtedness that has otherwise been consented to by the Joint Lead Arrangers), without the consent of the Joint Lead Arrangers, if such announcement, offering, placement or arrangement would reasonably be expected to impair the primary syndication of the Senior Secured Credit Facilities, and (g) your using commercially reasonable efforts to obtain (i) public ratings for the Term Loan Facility (of any level), from each of Standard & Poor’s Ratings Services (“S&P”) and ▇▇▇▇▇’▇ Investor’s Services, Inc. (“▇▇▇▇▇’▇”), and (ii) a public corporate rating and a public corporate family rating of the Borrower (of any level) from S&P and ▇▇▇▇▇’▇, respectively, in each case prior to the launch of the primary syndication of the Senior Secured Credit Facilities. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, (i) none of the foregoing (including the obtaining of the ratings referenced above) shall constitute a condition to the commitments hereunder or the funding of the Senior Secured Credit Facilities on the Closing Date and (ii) except as expressly provided in paragraph 8 of the Summary of Additional Conditions, neither the commencement nor the completion of the syndication of the Senior Secured Credit Facilities shall constitute a condition precedent to the Closing Date. You hereby acknowledge that (a) the Agents will make available Information (as defined below) and Projections, and the documentation relating to the Senior Secured Credit Facilities referred to in the paragraph below, to the proposed syndicate of Lenders (which will exclude Disqualified Institutions) by transmitting such Information, Projections and documentation through Intralinks, Debtdomain, SyndTrak Online, the internet, email or similar electronic transmission systems and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that (i) have personnel that wish only to receive information memorandum and documentation that is publicly available and (ii) do not wish to receive material non-public information with respect to the Borrower and its subsidiaries, the Acquired Business or their respective securities). You further agree, at the request of the Joint Lead Arrangers, to assist in the prompt preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Secured Credit Facilities, consisting exclusively of information and documentation that is either (i) publicly available and (ii) not material with respect to the Borrower, the Acquired Business or their respective subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”). It is understood that in connection with your assistance described above, customary authorization letters will be included in any such Confidential Information Memorandum that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Confidential Information Memorandum does not include any material non-public information and exculpate us with respect to any liability related to the use of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof and exculpate you and the Acquired Business with respect to any liability related to the misuse of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof. Before distribution of any such Confidential Information Memorandum or any related offering and marketing materials, each document to be disseminated by the Joint Lead Arrangers (or any other Agent) to any Lender in connection with the Senior Secured Credit Facilities will be identified by you as either (Ai) containing Private Lender Information or (ii) containing solely Public Lender Information. (a) administrative materials prepared by the Joint Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) customary pro forma consolidated marketing term sheets and notification of changes in the Senior Secured Credit Facilities’ terms and conditions, (c) drafts and final versions of the Senior Secured Credit Documentation and (d) publicly available financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower Acquired Business and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions)subsidiaries. (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on the Closing Date.

Syndication. (a) We▇▇▇ ▇argo Securities intends and The Lead Arranger reserves the right, both prior to and or after the Closing DateDate (as defined below), to secure syndicate all or a portion of the Initial Lenders’ commitments for the Senior Credit Facilities from hereunder to a syndicate group of banks, financial institutions and other investors institutional lenders (such banks, financial institutions and other investors committing to together with the Senior Credit Facilities, including We▇▇▇ ▇argo BankInitial Lenders, the "“Lenders"”) upon identified by the terms and subject to the conditions set forth Lead Arranger in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between consultation with you and us. Until acceptable to you such acceptance not to be unreasonably withheld, delayed or conditioned); provided that (a) the earlier of Lead Arranger agrees not to syndicate its commitments to (i) competitors of the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier dateBorrower, the "Syndication Date"), you agree that you will assist, Target and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory their respective subsidiaries specified to us and you. Such assistance will include, without limitation, (i) providing promptly by you in writing from time to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilitiestime, (ii) making senior management of the Borrowerany persons that are engaged as principals primarily in private equity, mezzanine financing or venture capital and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Companycertain banks, available on reasonable prior notice financial institutions, other institutional lenders and at reasonable times and placesother entities, in each case, that have been specified to be mutually agreed upon, us by you in writing on or prior to the date hereof and (iii) hostingas to any entity referenced in each case of clauses (i) and (ii) above (the “Primary Disqualified Lender”), any of such Primary Disqualified Lender’s known affiliates readily identifiable by name, but excluding any affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with We▇▇▇ ▇argo Securitiesrespect to which the Primary Disqualified Lender does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity (clauses (i), (ii) and (iii) above collectively, the “Disqualified Lenders”) and (b) notwithstanding the Lead Arranger’s right to syndicate the Credit Facilities and receive commitments with respect thereto, (A) the Initial Lenders shall not more than three be relieved, released or novated from their obligations hereunder (3) meetings and/or calls in connection including their obligation to fund the Credit Facilities on the date of the consummation of the Acquisition with the initial syndication proceeds of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in initial funding under the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"date of such funding, the “Closing Date”)) in connection with any syndication, (v) using commercially reasonable efforts to ensure that assignment or participation of the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable Credit Facilities, including their commitments in respect thereof, until after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and Closing Date has occurred, (B) customary forecasts of consolidated financial statements except as contemplated in Section 2 above, no assignment or novation shall become effective with respect to all or any portion of the Borrower Initial Lenders’ commitments in respect of the Credit Facilities until the initial funding of the Credit Facilities and (C) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its subsidiaries after giving effect commitments in respect of the Credit Facilities, including all rights with respect to the Transactions for each year commencing with the first fiscal year following consents, modifications, supplements, waivers and amendments, until the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitieshas occurred. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of prior to the Conditions AnnexSyndication Date (as defined below), it is understood that the Commitment Initial Lender’s commitments hereunder is are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement or successful completion of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, Facilities on the Closing Date.. The Lead Arranger may commence syndication efforts promptly upon the execution of this Commitment Letter and, as part of our syndication efforts, it is our intent to have Lenders commit to the Credit Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earlier of (a) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved and (b) the date that is 60 days following the Closing Date (the “Syndication Date”), you agree to actively assist the Lead Arranger in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, until the later of the Syndication Date and the Closing Date, (i) your using commercially reasonable efforts to ensure that any syndication efforts benefit from your existing lending and investment banking relationships, (ii) direct contact between senior management, certain representatives and certain advisors of the Borrower, on the one hand, and the proposed Lenders, on the other hand, in all such cases at times and locations mutually agreed upon, (iii) your assistance in the preparation of the Information Materials and other customary marketing materials to be used in connection with the syndication of the Credit Facilities, (iv) your using commercially reasonable efforts to obtain, at your expense, prior to the launch of general syndication of the Credit Facilities, public ratings for the Term Loan B Facility from each of Standard & Poor’s Ratings Services (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and a public corporate credit rating and a public corporate family rating in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, (v) the hosting, with the Lead Arranger, of a reasonable number of meetings or conference calls to be mutually agreed upon of prospective Lenders at reasonable times and locations to be mutually agreed upon and upon reasonable advance notice, (vi) your promptly preparing and providing pro forma financial projections of the Borrower and its subsidiaries, including pro forma balance sheets and income statements, for a five year period, which shall be on a quarterly basis for first year following the Closing Date and on an annual basis thereafter and (vii) your ensuring that, prior to the later of the Syndication Date and the Closing Date, there will not be any competing issues, offerings, placements or arrangements of debt securities or credit facilities by or on behalf of you or any of your subsidiaries (and, in the case of a Negotiated Transaction (as defined in Exhibit A hereto), your using commercially reasonable efforts to cause the Target to ensure that there will not be any competing issues, offerings, placements or arrangements of debt securities or credit facilities of the Target or its subsidiaries) being offered, placed or arranged (other than the Credit Facilities, ordinary course capital leases, purchase money indebtedness and equipment financings, deferred purchase price obligations, obligations under the Acquisition Agreement, indebtedness of the Target and its subsidiaries disclosed or otherwise permitted under the Acquisition Agreement or other indebtedness that has otherwise been consented to by the Lead Arranger) without the consent of the Lead Arranger, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Credit Facilities. Notwithstanding anything to the contrary contained in this Commitment Letter, the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including commercially reasonable efforts to obtain the ratings referenced above) shall not constitute a condition to the commitments hereunder or the funding of the Credit Facilities on the Closing Date and shall terminate on the later of the Syndication Date and the Closing Date. Except as otherwise expressly provided herein, the Lead Arranger, in its capacities as such, will manage all aspects of any syndication of the Credit Facilities, in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your prior consent (not to be unreasonably withheld, delayed or conditioned) and excluding Disqualified Institutions), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arranger in its syndication efforts, you agree to promptly prepare and provide (and, in the case of a Negotiated Transaction, to use commercially reasonable efforts to cause the Target to promptly prepare and provide) to us, in each case prior to the later of the Syndication Date and the Closing Date, such customary information with respect to the Borrower, the Target and each of their respective subsidiaries and the Transactions, including all financial information and projections prepared by you (including financial estimates, financial models, forecasts and other forward-looking information, the “Projections”), as the Lead Arranger may reasonably request in connection with the structuring, arrangement and syndication of the Credit Facilities. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Credit Facilities shall be those required to be delivered pursuant to paragraph 6 of Exhibit C. You hereby acknowledge that (a) the Lead Arranger will make available Information (as defined below), Projections and other marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the Credit Facilities (any such memorandum, an “Information Memorandum”, and such Information, Projections, other marketing material and Information Memoranda, collectively with the Term Sheets, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, Debt X, SyndTrak Online or another similar electronic system and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or of a type that would be publicly available if the Borrower and the Target were public reporting companies or (ii) is not material with respect to you, the Borrower, the Target or your or their respective subsidiaries or securities for purposes of United States federal and State securities laws (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”)) and who may be engaged in investment and other market related activities with respect to you, the Borrower, the Target or your or their respective subsidiaries or securities (each, a

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves We reserve the right, both prior to and after following the Closing date hereof (the “Syndication Start Date”), to secure syndicate all or a portion of the Initial Lenders’ respective commitments for the Senior Credit Facilities from hereunder to a syndicate group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and reasonably acceptable to us and you (such acceptance not to be unreasonably withheld or delayed) (it being understood and agreed that nothing in this Section 3 shall prevent or limit assignments or participations of the Facilities after the Closing Date in accordance with, and as permitted by, the provisions contained in Exhibit B); provided that (a) we agree not to syndicate, participate or otherwise assign our commitments to (i) certain banks, financial institutions and other investors committing persons that have been specified to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth us by you in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts writing at any time following the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) on or prior to the date that is 60 days following hereof (and known or reasonably identifiable (on the Closing Date (basis of name) affiliates of such earlier date, the "Syndication Date"identified entities), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements competitors of the Borrower and its subsidiaries after giving effect (including Amber and its subsidiaries) (which, for the avoidance of doubt, shall not include any bona fide debt investment fund) identified in writing from time to time (and known or reasonably identifiable (on the basis of name) affiliates thereof) (provided, however, that for the avoidance of doubt, any such designation shall not apply retroactively to any prior assignment or participation to any Lender permitted hereunder at the time of such assignment or such participation, as the case may be) or (iii) Excluded Affiliates (all such banks, financial institutions, other persons, competitors and Excluded Affiliates, collectively, the “Disqualified Lenders”) and no Disqualified Lenders may become Lenders or otherwise participate in the Facilities and (b) notwithstanding our right to syndicate the Facilities and receive commitments with respect thereto, other than in connection with any assignment to an Additional Agent, and upon the joinder of such Additional Agent as an Initial Lender pursuant to the Transactions immediately preceding paragraph, in respect of the amount allocated to such Additional Agent, (i) we shall not be relieved, released or novated from our obligations hereunder (including our obligation to fund the Facilities or the Interim Facilities on the date of the consummation of the Acquisition (the date of such consummation, the “Completion Date”) or on any subsequent utilization (a “Certain Funds Utilization”) during the Certain Funds Period) in connection with any syndication, assignment or participation of the Facilities (or, to the extent applicable, the Interim Facilities), including our commitments in respect thereof, until after the expiry of the Certain Funds Period or the date of refinancing any utilization under the Interim Facilities (and only to such extent), (ii) except as expressly provided in Section 2 above, no assignment or novation shall become effective with respect to all or any portion of our commitments in respect of the Facilities and/or the Interim Facilities until the expiry of the Certain Funds Period and (Biii) customary forecasts of consolidated financial statements unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Borrower Facilities, the Interim Facilities and its subsidiaries after giving effect this Commitment Letter, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Transactions for each year commencing with the first fiscal year following the Closing Date for the term expiry of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time)Certain Funds Period. It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose our commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement or successful completion of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit IncreaseFacilities or the Interim Facilities. During the period (the “Syndication Period”) from the Syndication Start Date until the earlier of (i) the date upon which a successful syndication (as defined in the Fee Letter) of the Facilities is achieved and (ii) the 60th calendar day following the Closing Date (such earlier date, the Incremental Term Loan and“Syndication Date”), if applicableyou agree to assist us in seeking to complete a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, the Replacement Facilitywithout limitation, your using commercially reasonable efforts to (a) ensure that any syndication efforts benefit from your existing lending and investment banking relationships, (b) cause direct contact between appropriate members of senior management, certain representatives and certain of your non-legal advisors, on the Closing Date.one hand, and the proposed Lenders, on the other hand, in all such cases at times and locations mutually agreed upon, (c) assist in the preparation of Information Materials (as defined below) and other customary offering and marketing materials to be used in connection with the syndication, (d) procure, at your expense, prior to the launch of the syndication of the Facilities, ratings (but not any specific rating or ratings) for the TLB Facility from each of Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc. (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”), and a public corporate credit rating (but not any specific rating) and a public corporate family rating (but not any specific rating or ratings) in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, (e) at our request, host at least two meetings and/or conference calls with us with prospective Lenders at a time and location to be mutually agreed upon,

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves We reserve the right, both prior to and after following the Closing date (the “Syndication Start Date”) which is the later of the Announcement Date or the Original Signing Date, to secure syndicate all or a portion of the Initial Lenders’ respective commitments for the Senior Credit Facilities from hereunder to a syndicate group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and reasonably acceptable to us and you (such acceptance not to be unreasonably withheld or delayed) (it being understood and agreed that nothing in this Section 3 shall prevent or limit assignments or participations of the Facilities after the Closing Date in accordance with, and as permitted by, the provisions contained in Exhibit B or Exhibit C as applicable); provided that (a) we agree not to syndicate, participate or otherwise assign our commitments to (i) certain banks, financial institutions and other investors committing persons that have been specified to us by you or the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth Sponsors in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts writing at any time following on or prior to the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Original Signing Date (and known or reasonably identifiable affiliates of such earlier date, the "Syndication Date"identified entities), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements competitors of the Borrower and its subsidiaries after giving effect to (including the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower Company and its subsidiaries after giving effect subsidiaries) (which, for the avoidance of doubt, shall not include any bona fide debt investment fund) identified in writing from time to time (and known or reasonably identifiable affiliates thereof) (provided, however, that for the Transactions for each year commencing with avoidance of doubt, any such designation shall not apply retroactively to any prior assignment or participation to any Lender permitted hereunder at the first fiscal year following time of such assignment or such participation, as the case may be) or (iii) Excluded Affiliates (all such banks, financial institutions, other persons, competitors and Excluded Affiliates, collectively, the “Disqualified Lenders”) and no Disqualified Lenders may become Lenders or otherwise participate in the Facilities; provided further that no Initial Lender shall assign prior to the Closing Date more than 49% of its aggregate commitments under the Bridge Facility unless you agree otherwise in writing and (b) notwithstanding our right to syndicate the Facilities and receive commitments with respect thereto, (i) we shall not be relieved, released or novated from our obligations hereunder (including our obligation to fund the Facilities on the date of the consummation of the Acquisition with the proceeds of the initial funding under the Facilities or the Interim Term Facility (the date of such consummation, the “Completion Date” and the date of the initial funding under the Facilities, which, for the term avoidance of doubt, may be on or later than the Completion Date, the “Closing Date”) or on any subsequent utilization (a “Certain Funds Utilization”) during the Certain Funds Period) in connection with any syndication, assignment or participation of the Senior Credit Facilities, including our commitments in respect thereof, until after the expiry of the Certain Funds Period or the date of refinancing any utilization under the Interim Facilities has occurred, (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements ii) no assignment or novation shall contain adjustments become effective with respect thereto made to all or any portion of our commitments in good faith respect of the Facilities until the expiry of the Certain Funds Period and based upon assumptions believed by (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to be reasonable at its commitments in respect of the time)Facilities and this Commitment Letter, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the expiry of the Certain Funds Period. It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose our commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement or successful completion of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit IncreaseFacilities or the Interim Facilities. During the period (the “Syndication Period”) from the Syndication Start Date until the earlier of (i) the date upon which a successful syndication (as defined in the Fee Letter) of the Facilities is achieved and (ii) the 60th calendar day following the Closing Date (such earlier date, the Incremental Term Loan “Syndication Date”), you agree to assist us in seeking to complete a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, without limitation, your using commercially reasonable efforts to (a) ensure that any syndication efforts benefit from your existing lending and investment banking relationships (and, if applicablefollowing the Completion Date, to the extent practical and appropriate, the Replacement FacilityCompany’s existing lending and investment banking relationships), (b) cause direct contact between appropriate members of senior management, certain representatives and certain advisors of your non-legal advisors, on the Closing one hand, and the proposed Lenders, on the other hand (and, following the Completion Date., ensure such contact between appropriate members of the senior management of the Company, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and locations mutually agreed upon,

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves the right, both prior to and As soon as is practicable after the Closing Date, to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions execution and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution delivery of this Commitment Letter and the public announcement of the Transactions (the “Syndication Commencement Date”), the Lead Arrangers intend to syndicate the New Facilities (and if applicable thereafter, engage in solicitation and/or syndication of the other Facilities) to a group of financial institutions identified by the Lead Arrangers in consultation with you, including any relationship lenders designated by you of and consented to by the Acquisition as mutually agreed between Lead Arrangers and you (in both cases, such consent not to be unreasonably withheld or delayed) (the “Syndication”; and us. Until such financial institutions, together with the earlier of Lead Arrangers (or their designated affiliates), the “Lenders”); provided, that in any event the Lead Arrangers agree not to syndicate to (i) any competitor of the Company or the Target and their subsidiaries that is in the same or a similar line of business as the Company and the Target and their subsidiaries and is identified in writing by the Company to the Lead Arrangers prior to the date hereof together with any affiliates thereof (other than debt fund affiliates) that are readily identifiable as such on the basis of their name, provided that the Company may update such list of competitors after the date hereof by notice in writing to, and with the consent of (such consent not to be unreasonably withheld), the Lead Arrangers and (ii) certain banks, financial institutions, other institutional lenders and investors, in each case designated in writing to the Lead Arrangers by the Company prior to the date of this Letter. The Company agrees to use commercially reasonable efforts to ensure that the Lead Arrangers’ Syndication efforts benefit from the existing lending and investment banking relationships of the Company and its subsidiaries. To facilitate an orderly and successful Syndication of the Facilities, you agree that, until the earliest of (a) 60 days following the Closing Date so long as Date, (b) the completion of a Successful Syndication (as defined in the Fee Letter entered into with the Lead Arrangers), (c) the termination of the Syndication as defined belowdetermined by the Lead Arrangers and (d) the termination in full of the commitments under and the repayment in full of any loans outstanding under the Facilities (such earliest date, the “Syndication Date”), the Company will not, without the prior written consent of the Lead Arrangers, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of any debt facility or any debt of the Company or any of its subsidiaries (other than (i) is achieved and the Bridge Facility, (ii) the date that is 60 days following New Senior Notes, (iii) borrowings under the Closing Date Existing Credit Agreements and/or Facilities (such earlier dateiv) any other ordinary course borrowings under working capital, overdraft or other revolving facilities; provided the "aggregate amount excluded hereunder and under clause (vi) below shall not exceed $50 million in the aggregate, (v) any debt incurred by Perrigo API India Pvt. Ltd. or Chemagis India Private Ltd., (vi) any ordinary course foreign borrowings; provided the aggregate amount excluded hereunder and under clause (iv) above shall not exceed $50 million in the aggregate), (vii) any exchange notes in respect of the Company’s senior notes and (viii) any borrowings under any asset securitization transactions permitted under the Existing Credit Agreements). Until the Syndication Date"), you agree that you will assistto cooperate with us and provide information reasonably required by us in connection with the Syndication including the preparation of, as soon as practicable following the date hereof, a customary information package regarding the business and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management operations of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement)Company, us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will includeincluding, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request the delivery of all information relating to the Transactions prepared by or on behalf of the Company deemed reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and Lead Arrangers to complete the syndication of the Senior Credit Facilities, Syndication (including pro formas and projections for at least five years); (ii) making senior management the preparation of a customary information package for use in bank meetings and other communications with prospective Lenders in connection with the Borrower, and Syndication; (subject to your rights in the Acquisition Agreementiii) using commercially reasonable efforts to make arrange for direct contact between appropriate members of senior management management, representatives and advisors of the Acquired CompanyCompany with prospective Lenders and participation of such persons in such meetings, in all such cases at reasonable times mutually agreed upon; (iv) the hosting, with the Lead Arrangers, of one or more meetings with prospective Lenders and, in connection with any such meeting, consulting with the Lead Arrangers with respect to the presentations to be made and making available on reasonable appropriate senior management, representatives and advisors of the Company to rehearse such presentations prior notice to any such meeting, in each case as reasonably requested by the Lead Arrangers and in each case at reasonable times and places, in each case, to be at such places as are mutually agreed upon, ; and (iiiv) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using taking commercially reasonable efforts to cause enter into the Acquired Loan Documents as soon as practicable after the date hereof and in any event within 30 days of the date hereof. You agree that the Lead Arrangers have the right to place advertisements in financial and other newspapers and journals at their own expense describing its services to the Company to assistthe extent permitted by law; provided that the Lead Arrangers will submit a copy of any such advertisements to the Company for its approval, We▇▇▇ ▇argo Securities which approval will not be unreasonably withheld or delayed. You further agree that any references to the Lead Arrangers or any of their respective affiliates made in the preparation of one or more customary confidential information memorandum advertisements or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitiesprior written approval of the Lead Arrangers which approval shall not be unreasonably withheld or delayed. Without limiting your obligations to assist with the syndication efforts Syndication as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood we agree that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute Syndication is not a condition to of our commitments under the availability of the Revolving Credit IncreaseConsent Financing, the Incremental Term Loan and, or if applicable, the Replacement FacilityBackstop Facilities. The Company will be solely responsible for the contents of any such information package referenced in the foregoing paragraph and the presentation described in the first sentence of the foregoing paragraph and all other information, on documentation or other materials delivered to us in connection therewith, and you acknowledge that the Closing DateLead Arrangers will be using and relying upon such information without independent verification thereof. You agree that, subject to the provisions of the next paragraph, such information regarding the Facilities and information provided by the Company or its representatives to the Lead Arrangers in connection with the Facilities (including, without limitation, draft (but ready for dissemination) and execution versions of the Loan Documents, such information package, such presentation, publicly filed financial statements and draft or final offering materials relating to contemporaneous or prior securities issuances by the Company) may be disseminated to potential Lenders and other persons through one or more Internet sites (including an IntraLinks or Syndtrak workspace (it being understood the Company will reimburse the Lead Arrangers for the use of such platforms)) created for purposes of syndicating the Facilities (including hard copy and via electronic transmissions). At the request of the Lead Arrangers, the Company agrees to assist us in the preparation of a version of the information memorandum and presentation that does not contain material non-public information concerning the Company, Target, or their respective affiliates or securities. In addition, the Company agrees, at our request, to identify any information materials that do not contain material non-public information as “PUBLIC” and any information not marked PUBLIC shall be deemed as being suitable only for distribution to prospective Lenders who wish to receive material non-public information (“Private Lenders”). The Company further agrees that the following documents contain information that may be distributed to all prospective Lenders: (x) the drafts and the final Loan Documents (including term sheets related thereto), (y) administrative materials prepared by the Lead Arrangers for prospective Lenders (including, without limitation, a lender meeting invitation, bank allocation, if any, and funding and closing memoranda) and (z) notifications of changes in the terms and conditions of the Facilities.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves The Mandated Lead Arrangers intend to syndicate all or a portion of their commitments under the right, both prior Facility to and after the Closing Date, to secure commitments for the Senior Credit Facilities from a syndicate one or more of banks, financial institutions and other investors entities (such banks, the financial institutions and other investors committing becoming parties to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, Agreement as lenders being collectively referred to herein as the "“Lenders"”) upon that will be selected by the terms Mandated Lead Arrangers and subject (i) prior to the conditions Closing Date, that are Eligible Assignees or consented by you; or (ii) on or after the Closing Date, after consultation with you. The Initial Lenders may assign all or any portion of the Initial Lenders’ commitments hereunder with respect to the Facility prior to the Closing Date to (A) any of its affiliates; or (B) any Eligible Assignee, without any requirement of your consent; provided that, such syndication and assignment shall not relieve or release any Initial Lender of its obligations set forth in this Commitment Letterherein until such new Lender’s execution of the Credit Agreement. We▇▇▇ ▇argo Securities may It is understood that the signing of the Credit Agreement will occur on or shortly prior to the Closing Date. The Mandated Lead Arrangers intend that syndication shall commence syndication efforts at any time promptly following the later of (a) your execution of this Commitment Letter Letter; and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more your selection as sole preferred bidder in respect of its affiliates the Acquisition. The Mandated Lead Arrangers will manage exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent)syndication, including decisions as to the selection and number of potential Lenders institutions to be approached, when they will be approached, whose when their commitments will be accepted, any titles offered to which institutions will participate, the Lenders book building and the final allocations of the commitments and any related fees among the Lenders (subject Lenders, and how much compensation will be provided to the terms hereof), potential Lenders. You understand and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised agree that the Mandated Lead Arrangers may select one or more additional arrangers (in such capacities. Without limiting your obligations consultation with you) to assist with direct the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on the Closing Datetheir behalf.

Syndication. (a) We▇▇▇ ▇argo Securities intends The Arrangers intend and reserves reserve the right, both prior to on and after the date of your acceptance of this Commitment Letter (the “Signing Date”), to syndicate the Facilities to the Lenders (as such term is defined in each of the Term Sheets) (collectively with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, the Arrangers will not syndicate to (i) those lenders separately identified in writing by you to us prior to the date hereof or (ii) to your competitors (which shall not include bona fide debt funds), separately identified in writing by you to us prior to the date hereof or to the applicable Administrative Agent from time to time after the Closing Date (such Lenders, “Disqualified Lenders”). Notwithstanding the Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto (but other than in connection with any assignment to any Additional Commitment Party pursuant to Section 1 above or unless otherwise agreed in writing by you), (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of effectiveness of, and initial funding under, the Facilities (the date of such effectiveness and funding, the “Closing Date”)) in connection with any syndication, to secure commitments for assignment or participation of the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bankits commitments in respect thereof, until after the initial funding of the Facilities on the Closing Date has occurred, (ii) no assignment or novation by any Initial Lender shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities on the Closing Date has occurred and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. The Arrangers will lead the syndication, including determining, in consultation with you, the "timing of all offers to potential Lenders") upon , any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Arrangers pursuant to the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you Fee Letter, in each case subject to your consent rights with respect to Disqualified Lenders specified above and rights of appointment of any Additional Commitment Party. The Arrangers will determine the final commitment allocations and will notify the Company of such determinations. The Company agrees to use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from the existing lending and investment banking relationships of the Acquisition as mutually agreed between Company, the Target and their respective subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you and us. Until agree that, until the earlier to occur of (ia) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)Letter) is achieved and (iib) the date that is 60 days following the Closing Date (such earlier dateDate, the "Syndication Date"), you agree that you Company will assistnot, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the Target will not, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication efforts or issuance of, any debt facility or any debt security of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and the Company or the Target or any of their respective subsidiaries (viother than the Facilities, any indebtedness of the Target permitted to be incurred by the Target (including its subsidiaries) providing as soon as reasonably practicable after the date of this Commitment Letter and prior pursuant to the commencement Acquisition Agreement, and other indebtedness incurred in the ordinary course of general business of the Company and its subsidiaries or the Target and its subsidiaries for capital expenditures and working capital purposes), without the prior written consent of the Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitiesFacilities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood that the Commitment Initial Lenders’ commitments hereunder is are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement successful completion of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, Facilities on the Closing Date. The Company agrees to, and agrees to use commercially reasonable efforts to have the Target, cooperate with the Arrangers, and provide customary information reasonably required by the Arrangers, in connection with all syndication efforts of the Arrangers until the earlier to occur of (a) a Successful Syndication and (b) 60 days following the Closing Date, including: (i) your assistance in preparing, as soon as practicable after the date of this Commitment Letter, a customary information memorandum and other customary presentation materials (collectively, “Facilities Marketing Materials”) in each case to be used in connection with the syndication of the Facilities; (ii) using commercially reasonable efforts to obtain, prior to the launch of syndication, a public corporate family rating from ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and a public corporate credit rating from Standard & Poor’s Ratings Service (“S&P”), in each case with respect to the Company, and ratings for the Term Facility from each of S&P and Moody’s; (iii) arranging for direct contact between appropriate senior management, representatives and advisors of the Company (and using commercially reasonable efforts to cause direct contact between appropriate senior management, representatives and advisors of the Target) with prospective Lenders in all such cases at times mutually agreed upon; (iv) hosting (including any preparations with respect thereto) with the Arrangers at places and times reasonably requested by the Arrangers and mutually agreed upon one or more meetings with prospective Lenders; and (v) ensuring that (and with respect to the Target, using commercially reasonable efforts to ensure that) the ABL Facility Administrative Agent shall have sufficient access to the Company and its subsidiaries and the Target and its subsidiaries, such that the field exam and inventory appraisal referred to in paragraph 11 of Exhibit D can be completed at least 15 business days prior to the launch of retail syndication of the ABL Facility. We agree (i) to use our commercially reasonable efforts to hire third party appraisers within 5 business days of the Signing Date and ensure the timely completion of such field exam and inventory appraisal and (ii) that the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 2 and 3 of Exhibit D. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings referred to above and the compliance with any of the provisions set forth in this paragraph), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date. Subject to your consent, not to be unreasonably withheld or delayed, and compliance with applicable laws, each Arranger has the right, after the Closing Date, to place advertisements in financial and other newspapers and journals at its own expense describing its services to you. You will be solely responsible for the contents of the Facilities Marketing Materials and all other information, documentation or other materials delivered to us by you or your affiliates in connection therewith and you acknowledge that we will be using and relying upon such information without independent verification thereof. You understand that certain prospective Lenders (such Lenders, “Public Lenders”) may have personnel that do not wish to receive MNPI (as defined below). At the Arrangers’ request, you agree to assist in the preparation of an additional version of the Facilities Marketing Materials that does not contain material non-public information (as reasonably determined by you) concerning you, the Target or your or its respective subsidiaries or your or its respective affiliates or any of your or its respective securities for purposes of foreign, United States federal and state securities laws (collectively, “MNPI”). You will clearly designate as “PUBLIC” any information that does not contain MNPI (the “Public Information Materials”) provided to the Commitment Parties by you or by your representatives on your behalf which is suitable to make available to Public Lenders. Before distribution of any Facilities Marketing Materials in connection with the syndication of the Facilities (i) to prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of such materials and (ii) to prospective Public Lenders, you will provide us with a customary letter authorizing the dissemination of Public Information Materials to Public Lenders and confirming the absence of MNPI therein. You acknowledge and agree that the following documents may be distributed to Public Lenders (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) drafts and final versions of the Loan Documents; (b) administrative materials prepared by the Arrangers for prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms and conditions of the Facilities. You agree that unless specifically labeled “PUBLIC,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication of the Facilities, whether through an Internet site (including without limitation an IntraLinks or SyndTrak workspace), electronically, in presentations, at meetings or otherwise will be distributed to Public Lenders.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves The Lead Arrangers reserve the right, both prior to and and/or after the Closing DateDate (as defined below), to secure syndicate all or a portion of the Initial Lenders’ respective commitments for the Senior Credit Facilities from hereunder to a syndicate group of banks, financial institutions and other institutional lenders and investors identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you, including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Lead Arrangers (such banks, financial institutions and other institutional lenders and investors, together with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, the Lead Arrangers will not syndicate to those banks, financial institutions and other institutional lenders and investors committing (i) that have been separately identified in writing by you (x) to us prior to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth in date of this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following , (y) to us after the execution date of this Commitment Letter and prior to the public announcement Closing Date, that are reasonably acceptable to the Lead Arrangers holding a majority of the aggregate amount of outstanding financing commitments in respect of the Facilities (the “Required Lead Arrangers”) and (z) to the Administrative Agent after the Closing Date, that are reasonably acceptable to the Administrative Agent), (ii) those persons who are competitors of you, the Target and your and their respective subsidiaries that are separately identified in writing by you to us from time to time, (iii) in the case of each of clauses (i) and (ii), any of their respective affiliates (other than bona fide debt fund affiliates) that are either (a) identified in writing by you from time to time or (b) clearly identifiable on the basis of such affiliate’s name and (iv) any Excluded Affiliates (as defined in the Precedent Documentation) (clauses (i), (ii), (iii) and (iv) above, collectively “Disqualified Lenders”); provided that designations of Disqualified Lenders may not apply retroactively to disqualify any entity that has previously acquired an assignment or participation in any Facility. In the event that any portion of the Facilities are syndicated to investments funds to whom KKR Credit Advisors (US) LLC serves as an investment manager, neither KCM nor KCL shall directly be assigned that portion of the Facilities and that portion shall be assigned exclusively to other Commitment Parties. Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto, (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of both the consummation of the Acquisition and the initial funding under the Initial Term Loan Facility (the date of such consummation and funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Closing Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. Without limiting your obligations to assist with the syndication efforts as mutually agreed between you set forth herein, it is understood that the Initial ▇▇▇▇▇▇▇’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and usin no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the effectiveness of the Facilities Documentation on the Closing Date or the availability or funding of the Facilities on the Closing Date. The Lead Arrangers may commence syndication efforts promptly (taking into account the expected timing of the Acquisition) after your acceptance of this Commitment Letter and as part of their syndication efforts, it is their intent to have ▇▇▇▇▇▇▇ commit to the Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earlier of (i) the Closing Date so long as date upon which a Successful Syndication (as defined in the Fee Letter (as defined referred to below)) of the applicable Facilities is achieved and (ii) the date that is 60 days 30th day following the Closing Date (such earlier date, the "“Syndication Date"”), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company actively to assist (to the extent not Lead Arrangers in contravention of the Acquisition Agreement), us in seeking to complete completing a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will shall include, without limitation, (ia) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Acquired CompanySponsors and, available to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target’s and its subsidiaries’ existing lending and investment banking relationships, (b) direct contact between senior management, certain representatives and certain advisors of you and the Sponsors, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable prior notice efforts to arrange, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, such contact between senior management, certain representatives or certain advisors of the Target and its subsidiaries, on the one hand, and the proposed Lenders, on the other hand), in all such cases at reasonable times and places, in each case, locations to be mutually agreed upon, (iiic) hostingyour and the Sponsors’ assistance (including the use of commercially reasonable efforts to cause, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls to the extent practical and appropriate and in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (all instances subject to the limitations on your rights set forth in the Acquisition Agreement) causing your advisors to assist , the Target and using commercially reasonable efforts to cause the Acquired Company its subsidiaries to assist, We▇▇▇ ▇argo Securities ) in the preparation of one or more the Information Materials (as defined below) and other customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents")syndication, (vd) using your commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from procure, at your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and expense, prior to the commencement launch of the general syndication of the Senior Credit Facilities Facilities, public ratings for the Initial Term Loan Facility from at least two of S&P Global Ratings (A“S&P”), ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) customary pro forma consolidated financial statements and Fitch Ratings Inc. (“Fitch”), and a public corporate credit rating and a public corporate family rating in respect of the Borrower and its subsidiaries after giving effect to the Transactions from each of S&P and ▇▇▇▇▇’▇, respectively, (e) the hosting, with the Lead Arrangers, of a reasonable number of meetings to be mutually agreed upon of prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the relevant senior officers of the Target to be available for such meetings) and (f) ensuring there being no competing issues, offerings, placements, arrangements or syndications of debt securities or syndicated commercial bank or other syndicated credit facilities by or on behalf of you or any of your subsidiaries, and after using your commercially reasonable efforts, to the extent practical, appropriate and reasonable and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target or any of its subsidiaries, being offered, placed or arranged (other than (A) the Facilities and (B) customary forecasts of consolidated financial statements any indebtedness of the Borrower Target and its subsidiaries after giving effect permitted to the Transactions for each year commencing with the first fiscal year following be incurred or to remain outstanding on the Closing Date for under the term Acquisition Agreement) without the written consent of the Senior Credit Required Lead Arrangers (such consent not to be unreasonably withheld or delayed), if such issuance, offering, placement or arrangement would materially and adversely impair the primary syndication of the Facilities (it being is understood that the Acquired Company's financial statements are prepared Target’s and its subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, or purchase money and equipment financings (any such debt, “Ordinary Course Indebtedness”) will not be deemed to materially and adversely impair the primary syndication of the Facilities). Notwithstanding anything to the contrary contained in accordance this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, none of the obtaining of the public ratings referenced above or the compliance with IFRS andany of the other provisions set forth in this paragraph, accordinglyincluding in any of clauses (a) through (f) above or the next succeeding paragraph, such pro forma financial statements and forecasts shall constitute a condition to the commitments hereunder or the funding of financial statements shall contain adjustments the Facilities on the Closing Date. The Lead Arrangers, in their capacities as such, will manage, in consultation with respect thereto made in good faith and based upon assumptions believed by you, all aspects of any syndication of the Facilities, including decisions as to the selection of institutions reasonably acceptable to you to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights set forth in the third preceding paragraph and your rights of appointment set forth in the fourth preceding paragraph and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree to promptly prepare and provide (and to cause the Sponsors to provide and to use commercially reasonable at efforts to cause, to the timeextent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target and its subsidiaries to provide) to the Lead Arrangers customary information with respect to Holdings, the Borrower, the Target and their respective subsidiaries and the Transactions set forth in clause (c) of the immediately preceding paragraph, the historical financial information set forth in paragraph 4 of Exhibit C hereto and customary financial estimates, forecasts and other projections (such estimates, forecasts and other projections delivered to us by you, the “Projections”). It is understood and agreed that For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilegelaw, (ii) rulerule or regulation, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you upon (as so long as such confidentiality obligation was obligations are not entered into in contemplation of this Commitment Letter), or waive any privilege that may be asserted by, you, the TransactionsTarget or any of your or their respective subsidiaries or affiliates (in which case you agree to use commercially reasonable efforts to have any such confidentiality obligation waived, and otherwise in all instances, to the extent practicable and not prohibited by applicable law, rule or regulation, promptly notify us that information is being withheld pursuant to this sentence). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of . Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Senior Credit Facilities shall be those required to be delivered pursuant to paragraph 4 of Exhibit C hereto. You hereby acknowledge that (in consultation with you a) the Lead Arrangers will make available Projections and subject to your consent)other customary marketing material and presentations, including decisions as to the selection and number of potential Lenders a customary confidential information memoranda to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised used in such capacities. Without limiting your obligations to assist connection with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities (the “Information Memorandum”) (such Projections, other marketing material and the Information Memorandum, collectively, with the Term Sheet, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available, (ii) is not material with respect to you, Holdings, the Borrower, the Target or your or their respective subsidiaries or securities for purposes of United States federal and state securities laws or (iii) constitutes information of the type that is included by the Target in any filings with the Securities and Exchange Commission (the “SEC”) or that would be included in such filings if you, Holdings, the Borrower or your or their respective subsidiaries were public reporting companies (as reasonably determined by you) (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”)) and who may be engaged in investment and other market related activities with respect to you or the successful completion Target or your or the Target’s respective subsidiaries or securities) (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof. You agree to assist (and to cause the Sponsors to assist and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Agreement, the Target to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Senior Credit Facilities constitute that consists exclusively of Public Side Information with respect to you or the Target or your or the Target’s respective subsidiaries or securities to Public ▇▇▇▇▇▇. It is understood that in connection with your assistance described above, customary authorization letters executed and delivered by you or the Target (which shall include a condition customary negative assurance representation) will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any Private Side Information (other than information about the Transactions or the Facilities) and exculpate you, the Investors (as defined below), the Target, the Borrower and us and our affiliates with respect to any liability related to the availability use of the Revolving Credit Increasecontents of the Information Materials or related marketing materials by the recipients thereof. Before distribution of any Information Materials you agree, at our reasonable request, to identify that portion of the Information Materials that may be distributed to the Public ▇▇▇▇▇▇ as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any Private Side Information (it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”). We will not make any materials not marked “PUBLIC” available to Public ▇▇▇▇▇▇. You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the Incremental Term Loan andfollowing documents, if applicablewithout limitation, may be distributed to both Private ▇▇▇▇▇▇ and Public ▇▇▇▇▇▇, unless you advise the Replacement Facility, on Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private ▇▇▇▇▇▇ (provided that such materials have been provided to you and your counsel for review a reasonable period of time prior thereto): (a) administrative materials prepared by the Closing Date.Lead Arrangers for prospective L

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves We reserve the right, both prior right to and after the Closing Date, to secure syndicate all or a portion of our commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing with respect to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation group of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities Lenders identified by us (in consultation with you and subject to your consent), including decisions as consent rights set forth in Section 11.06 of the Credit Agreement) pursuant to the selection and number of potential Lenders a syndication to be approached, when they will managed exclusively by the Lead Arrangers to Persons permitted to be approached, whose commitments will be accepted, any titles offered Lenders pursuant to the Lenders and the final allocations Section 11.06 of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitiesCredit Agreement. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement All aspects of the syndication of the Senior Credit Facilities, including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of fees, shall be determined by (and coordinated through) the Lead Arrangers in consultation with you. We intend to commence our syndication efforts with respect to the Facilities promptly upon the occurrence of the Effective Date, and you agree actively to assist us in completing a syndication until the earlier of (i) [REDACTED] after the Closing Date and (ii) the date on which a Successful Syndication of the Facilities occurs. Such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your and the Target Group’s existing lending and investment banking relationships, (b) direct contact between senior management, representatives and advisors of you (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Target Group), on the one hand and the proposed Lenders and rating agencies identified by the Lead Arrangers on the other hand, at times and places reasonably requested by the Lead Arrangers, (c) assistance by you (and your using commercially reasonable efforts to cause the assistance by the Target Group) in the prompt preparation of a customary confidential information memorandum for the Facilities and other customary marketing materials and information reasonably deemed necessary by the Lead Arrangers to complete a successful syndication (collectively, the “Information Materials”) for delivery to potential syndicate members and participants, including, without limitation, estimates, forecasts, projections and other forward-looking financial information regarding the future performance of Parent and its subsidiaries (collectively, the “Projections”), (d) the hosting, with the Lead Arrangers, of one or more meetings with prospective Lenders at reasonable dates, times and locations, (e) prior to the successful completion earlier of (i) [REDACTED] after the Closing Date and (ii) the date on which a Successful Syndication of the Facilities occurs, your ensuring that there will not be any announcement, offering, placement or arrangement of competing issues of debt securities or syndicated credit facilities of, or on behalf of, you or any of your subsidiaries (other than the Facilities) if such debt securities or syndicated credit facilities would reasonably be expected to, in the judgment of the Lead Arrangers, materially impair the primary syndication of the Facilities, and (f) your using commercially reasonable efforts to obtain, prior to the launch of the syndication of the Senior Credit Facilities, (i) ratings for the Facilities constitute a condition from each of S&P and ▇▇▇▇▇’▇ and (ii) an updated public corporate rating and public corporate family rating, as applicable, in each case, from S&P and ▇▇▇▇▇’▇ after giving effect to the availability Transaction, respectively; provided that, in each case, such assistance shall be subject to the requirements of the Revolving Credit IncreaseCity Code. You agree to use commercially reasonable efforts to meet with each of S&P and ▇▇▇▇▇’▇ promptly and no later than September 30, 2011 using the Incremental Term Loan andRating Evaluation Service in the case of S&P and Rating Assessment Service in the case of ▇▇▇▇▇'▇ requesting an expedited preliminary rating indication (the “Preliminary Rating Indication”) for the Facilities as soon as practical thereafter (the “Preliminary Rating Indication Requirement”). You agree that each document to be disseminated by the Lead Arrangers (or any other Agent) to any Lender in connection with the Facilities will, if applicableat the request of the Lead Arrangers, be identified by you as either (i) containing information that is either (A) publicly available or (B) not material with respect to Parent or its Subsidiaries or the Replacement FacilityTarget Group or any of their respective securities for purposes of applicable foreign, on the Closing Date.United States Federal and state securities laws (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”) or

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves We reserve the right, both at any time prior to or after execution of the Definitive Debt Documents and after prior to the Closing DateSyndication Date (as defined below), to secure commitments for syndicate all or part of our Commitments with respect to the Senior Credit Facilities from Refinancing Facility to a syndicate of banks, financial institutions and other investors entities (such banks, financial institutions and other investors committing to which may include the Senior Credit Facilities, including We▇▇▇ ▇argo BankLead Arrangers) identified by us in consultation with you (collectively, the "“Lenders") upon the terms and subject ”); provided that we will not syndicate to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication Disqualified Institution (as defined in the Fee Letter Existing Credit Agreement); provided, further, that no such syndication or any assignment (as defined below)x) is achieved shall relieve us of our obligations hereunder (including our obligation to fund the Refinancing Facility available on the applicable Closing Date on the terms and conditions hereof) upon satisfaction or waiver by us of all conditions to the initial extensions of credit on the applicable Closing Date and (iiy) shall become effective as between you and us with respect to all or any portion of our respective Commitments in respect of the Refinancing Facility until the funding of the Refinancing Facility on the applicable Closing Date; provided, finally, that, unless you agree in writing (in your sole discretion), we shall retain exclusive control over (and shall not directly or indirectly agree to accept direction from, or accept direction from, any third party with respect to) the date that is 60 days following rights and obligations with respect to our respective Commitments in respect of the Refinancing Facility, including all rights with respect to consents, modifications, supplements and amendments, until the Latest Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and youhas occurred. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates We will exclusively manage all aspects of the any syndication of the Senior Credit Facilities (in consultation with you and subject to your consent)you, including decisions as to the selection and number of potential prospective Lenders to be approached, when they will be approached, whose when their commitments will be accepted, any titles offered to which prospective Lenders will participate, the Lenders and the final allocations allocation of the commitments and any related fees among the Lenders, any naming rights and the amount and distribution of fees to such Lenders; provided that such prospective Lenders shall not include any Disqualified Institution. To assist us in our syndication efforts, you agree to prepare and provide (subject and to use your commercially reasonable efforts, to the terms hereof), extent practicable and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised not in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 contravention of the Conditions AnnexAcquisition Agreement, it is understood that to cause the Commitment hereunder is not conditioned upon Acquired Business to prepare and provide) promptly to us all customary information with respect to the syndication of, or receipt of commitments in respect ofBorrower, the Senior Credit Facilities Target, the Transactions and the other transactions contemplated hereby, including such Projections (as defined below) as we may reasonably request in no event shall the commencement of connection with the syndication of the Senior Credit Facilities Commitments; provided that, following the consummation of the Acquisition, you shall cause the Acquired Business to prepare and provide us with such information. (b) We may commence our syndication efforts after the date hereof, and you agree to assist us actively (and, in all events, use your commercially reasonable efforts) to complete a timely syndication (that is reasonably satisfactory to us) until the date that is the earlier of (i) sixty (60) days after the Latest Closing Date and (ii) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved (such earlier date referred to in clause (i) and (ii), the “Syndication Date”). Such assistance shall include: (i) using commercially reasonable efforts to ensure that our syndication efforts benefit materially from your and, to the extent practicable and not in contravention of the Acquisition Agreement, the Acquired Business’ existing lending and investment banking relationships; (ii) providing direct contact between your senior management, representatives and advisors, on the one hand, and the senior management, representatives and advisors of the proposed Lenders, on the other hand (and (x) prior to the consummation of the Acquisition, to the extent practicable and not in contravention of the Acquisition Agreement, your using commercially reasonable efforts to cause, and (y) thereafter, causing, the Acquired Business to provide direct contact between senior management, representatives and advisors of the Acquired Business on the one hand, and the senior management representatives and advisors of the proposed Lenders, on the other hand) at reasonable times to be mutually agreed to by the Acquired Business and taking into account remote working arrangements; (iii) your assistance (and (x) prior to the consummation of the Acquisition, your using commercially reasonable efforts to cause, to the extent not in contravention of the Acquisition Agreement, and (y) thereafter, causing, the Acquired Business to assist) in the preparation of a customary confidential information memorandum (a “Confidential Information Memorandum”) and other customary and reasonably necessary marketing materials to be used in connection with the syndication of our respective Commitments (together with all Confidential Information Memoranda, the “Materials”); (iv) using commercially reasonable efforts to provide to us copies of any due diligence reports or memoranda prepared at your direction or at the direction of any of your affiliates by legal, accounting, tax or other third party advisors in connection with the Acquisition, subject to the delivery by us to you of customary non-disclosure and non-reliance agreements as shall be reasonably requested by you or the successful persons who prepared such report; (v) your using commercially reasonable efforts to obtain, prior to the Initial Demand Date (as defined in the Fee Letter), (A) a public corporate rating and a public corporate family rating for the Borrower from each of S&P Global Ratings, a division of S&P Global (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”), respectively, and (ii) public facility ratings from each of S&P and Moody’s for the Refinancing Facility; and (vi) the hosting, with us (and to the extent we request that senior management or representatives of the Acquired Business attend, using your commercially reasonable efforts to cause them to attend (to the extent practicable and not in contravention of the Acquisition Agreement)), of at least one customary “bank meeting” (which may be virtual) and any number of additional meetings as we may deem reasonably necessary with prospective Lenders during normal business hours at such times and in such places as mutually agreed. For the avoidance of doubt, (i) you, the Acquired Business and our and their affiliates will not be required to provide any information to the extent, and solely to the extent, the provision thereof would violate any attorney-client privilege, law, rule, regulation or any pre-existing obligation of confidentiality not created in contemplation hereof or any similar transactions binding on you, the Acquired Business or your or its respective affiliates; provided that, in the event you do not provide information in reliance on this sentence, you shall provide notice to us that such information is being withheld and you shall use your commercially reasonable efforts to describe the applicable information in a manner that does not violate such law, rule, regulation or confidentiality obligation or without waiving such attorney-client privilege and solely to the extent required in connection with the foregoing and (ii) the only Projections, financial statements and other financial information that shall be required to be provided shall be the Projections, financial statements and other financial information already provided as of date hereof, or required to be delivered pursuant to paragraphs 7 and 8 under the heading “Conditions to Funding the Unsecured Notes on the Acquisition Closing Date” and paragraphs 6 and 7 under the heading “Conditions to Funding the Refinancing Facility on the Refinancing Closing Date” of Exhibit C attached hereto. Notwithstanding anything to the contrary contained in this Commitment Letter, the other Debt Financing Letters or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary (but without limiting the conditions precedent referred to in Section 3, including Exhibit C), we agree that neither the compliance with any of the provisions set forth in this Section 4, including the provisions set forth in clauses (i) through (vi) above, nor the commencement or the completion of the syndication of the Senior Credit Facilities Refinancing Facility shall constitute a condition precedent to the availability funding of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, Debt Financing on the any applicable Closing Date. (c) You agree, at our request, to assist in the preparation of a version of the Confidential Information Memorandum consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to the Borrower, its affiliates or any of their respective securities for purposes of United States federal and state securities laws (such information and Materials, “Public Information”). In addition, you and we agree that, unless specifically labeled “Private—Contains Non-Public Information,” no Materials disseminated to potential Lenders in connection with the syndication of the Refinancing Facility, whether through an Internet website, electronically, in presentations, at meetings or otherwise, will contain any Material Non-Public Information (as defined below). Unless expressly identified as “Public Information,” including pursuant to the final sentence of this Section 4(c), each document to be disseminated by us to any Lender in connection with the syndication of the Refinancing Facility will be deemed to contain Material Non-Public Information, and we will not make any such materials available to potential Lenders who do not wish to receive Material Non-Public Information. Any information and documentation that is not Public Information is referred to herein as “Material Non-Public Information.” It is understood that, in connection with your assistance described above, authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, it being understood that the authorization letter for Public Information shall contain a representation by you to the Lenders that the Public Information does not include any such Material Non-Public Information and each letter shall contain a customary “10b-5” representation. You acknowledge and agree that the following documents contain and shall contain solely Public Information (unless you notify us promptly after you have received and had a reasonable opportunity to review the same that any such document contains Material Non-Public Information): (i) drafts and final Definitive Debt Documents with respect to the Refinancing Facility; (ii) the Term Sheet; (iii) administrative materials prepared by us for prospective Lenders (including a lender meeting invitation, Lender allocations, if any, and funding and closing memoranda); and (iv) notification of changes in the terms of the Refinancing Facility. If reasonably requested by us, you shall identify Public Information by clearly and conspicuously marking the same as “PUBLIC.” (d) You agree that all Materials and Information (as defined below) (including draft and execution versions of the Definitive Debt Documents and draft or final offering materials relating to securities issuances) may be disseminated in accordance with our standard syndication practices (including through hard copy and via one or more internet sites (including an IntraLinks, SyndTrak or similar workspace), e-mail or other electronic transmissions). Without limiting the foregoing, you authorize, and will use commercially reasonable efforts to obtain contractual undertakings from the Acquired Business to authorize, the use of your and their respective logos in connection with any such dissemination, subject to your or their prior written approval (not to be unreasonably withheld or delayed). You further agree that, at our sole expense, we may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of you and your affiliates (or any of them), (ii) our and our affiliates’ titles and roles in connection with the Transactions, and (iii) the amount, type and the applicable Closing Date of such Transactions.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves The Lead Arrangers reserve the right, both prior to and or after the Closing Date, to secure syndicate all or a portion of the Initial Lenders’ respective commitments for the Senior Credit Facilities from hereunder to a syndicate group of banks, financial institutions and other institutional lenders and investors identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld or delayed), including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Lead Arrangers (such banks, financial institutions and other investors committing institutional lenders and investors, together with the Initial Lenders, the “Lenders”); provided that (a) we agree not to syndicate, assign or participate out our commitments to (i) certain banks, financial institutions, other institutional lenders and other investors, in each case, identified to us by you or True Wind Capital Management, LLC and its controlled affiliates (collectively, the “Sponsor”) in writing prior to the Senior date hereof, (ii) competitors of the Borrower, the Target and their respective subsidiaries specified to us (or, if after the Closing Date, to the Administrative Agent) by you or the Sponsor in writing from time to time, or (iii) in the case of preceding clauses (i) and (ii), any of their affiliates that are (A) identified by you or the Sponsor in writing to us (or, if after the Closing Date, to the Administrative Agent) from time to time or (B) clearly identifiable on the basis of such affiliates’ name (provided that neither the Lead Arrangers nor the Administrative Agent shall have any liability with respect to any assignment or participation to any such affiliate included in the definition of Disqualified Lenders solely on account of this clause (iii)(B)) (the persons described in clauses (i), (ii) and (iii) above, collectively, “Disqualified Lenders”), and no Disqualified Lenders may become Lenders or otherwise participate in the Credit Facilities, and (b) notwithstanding the Lead Arrangers’ right to syndicate the Credit Facilities and receive commitments with respect thereto, (i) Initial Lenders shall not be relieved, released or novated from their obligations hereunder (including, subject to the satisfaction of the conditions set forth herein, its obligation to fund the Credit Facilities on the date of the consummation of the Acquisition with the proceeds of the initial funding under the Credit Facilities (the date of such funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the Credit Facilities, including We▇▇▇ ▇argo Bankits commitments in respect thereof, until after the "Lenders"initial funding of the Credit Facilities on the Closing Date has occurred, (ii) upon no assignment or novation by any Initial Lender shall become effective as between you and such Initial Lender with respect to all or any portion of such Initial Lender’s commitments in respect of the terms Credit Facilities until after the initial funding of the Credit Facilities on the Closing Date has occurred and subject (iii) unless you otherwise agree in writing, Initial Lenders shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until after the initial funding on the Credit Facilities on the Closing Date has occurred; provided that, to the conditions set forth in extent that a person is designated or becomes a Disqualified Lender pursuant to clause (a) above after the date of this Commitment Letter, such event shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in a Credit Facility, to the extent of the loan or commitment subject to such assignment or participation interest. We▇▇▇ ▇argo Securities It is understood that the Initial Lenders’ respective commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Credit Facilities and in no event shall the commencement or successful completion of syndication of the Credit Facilities constitute a condition to the availability of the Credit Facilities on the Closing Date. The Lead Arrangers may commence syndication efforts at any time following the execution promptly upon your acceptance of this Commitment Letter and as part of its syndication efforts, it is the public announcement by you of Lead Arrangers’ intent to have Lenders commit to the Acquisition as mutually agreed between you and usCredit Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earlier of (i) the Closing Date so long as date upon which a Successful Syndication (as defined in the Fee Letter (as defined referred to below)) is achieved and (ii) the date that is 60 sixty (60) days following after the Closing Date (such earlier date, the "“Syndication Date"”), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable reasonably efforts to cause appropriate members of senior management of assist the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us Lead Arrangers in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will shall include, without limitation, (ia) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make ensure that any syndication efforts benefit from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsor and to the extent practical and appropriate (and not in contravention of the Acquisition Agreement), the Target’s existing lending and investment banking relationships, (b) direct contact between appropriate members of senior management, certain representatives and non-legal advisors of you and the Sponsor, on the one hand, and the proposed Lenders, on the other hand (and, to the extent practical and appropriate and in all instances not in contravention of the Acquisition Agreement, your using commercially reasonable effects to arrange such contact between senior management of the Acquired CompanyTarget, available on the one hand, and the proposed Lenders, on the other hand), in all such cases with reasonable prior advance notice and at reasonable times and places, in each case, to be locations mutually agreed upon, (iiic) hosting, with We▇▇▇ ▇argo Securities, your and the Sponsor’s assistance (including the use of commercially reasonable efforts to cause the Target to assist to the extent practical and appropriate and in all instances not more than three (3) meetings and/or calls in connection with the initial syndication contravention of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing in the preparation of the Information Materials, (d) the hosting, with the Lead Arrangers, of one (or more, if reasonably requested by the Administrative Agent) in-person meeting of prospective Lenders at a time and location to be mutually agreed upon (and, to the extent reasonably necessary as determined by the Lead Arrangers, one or more conference calls or one-on-one meetings with prospective Lenders at times to be mutually agreed upon and upon reasonable advance notice) (and your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements officers of the Borrower and its subsidiaries after giving effect the Target to be available for such meetings to the Transactions extent practical and appropriate and in all instances not in contravention of the Acquisition Agreement), (Be) your providing customary forecasts projections of consolidated financial statements of the Borrower and its subsidiaries after giving effect to (including the Transactions Target) for each year commencing with the first fiscal year following in which the Closing Date for occurs through the term of the Senior Credit Facilities (collectively, the “Projections”) (it being acknowledged and agreed by the Lead Arrangers that the Projections were delivered prior to the date hereof), and (f) at any time prior to the later of the Closing Date and the Syndication Date, your ensuring (and to the extent practical and appropriate and in all instances not in contravention of the Acquisition Agreement, using your commercially reasonable efforts to cause the Target to ensure) that there are no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of you, the Sponsor, the Target or any of your subsidiaries being offered, placed or arranged with respect to the Borrower, the Guarantors, and the Target without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned), if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that your, the Sponsor’s, the Target’s, and your and their subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money, equipment financing and letters of credit, and any other obligations or indebtedness existing or permitted to be incurred by the Target and its subsidiaries under the Acquisition Agreement (and extensions, refinancings and renewals of any such indebtedness to the extent permitted to be incurred under the Acquisition Agreement), in each case, will not be deemed to materially impair the primary syndication of the Credit Facilities). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein shall not constitute a condition to the commitments hereunder or the funding of the Credit Facilities on the Closing Date. We acknowledge that neither the Target nor any of its subsidiaries or affiliates is obligated to assist with any syndication of the Credit Facilities and their obligations to you are limited to the cooperation covenant in the Acquisition Agreement and your obligation to use commercially reasonable efforts will not require you to take any action contrary to, or to terminate, the Acquisition Agreement. The Lead Arrangers, in their capacities as such, will manage, in consultation with you, all aspects of any syndication of the Credit Facilities, including decisions as to the selection of institutions (excluding Disqualified Lenders) reasonably acceptable to you (your consent not to be unreasonably withheld or delayed) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights set forth in the second preceding paragraph and excluding Disqualified Lenders), the allocation of the commitments among the Lenders (subject to your prior consent (not to be unreasonably withheld or delayed)) and the amount and distribution of fees among the Lenders. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate (i) any law, rule or regulation, or any obligation of confidentiality binding upon, or waive any attorney-client privilegeprivilege of, you, the Target or your or its respective affiliates (ii) ruleprovided, law or regulation in the event that you do not provide information in reliance on the exclusions in this sentence, you shall use commercially reasonable efforts to provide written notice to the Lead Arrangers promptly upon obtaining knowledge that such information is being withheld, and you shall use your commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions). Notwithstanding anything herein to you or (iii) any obligation of confidentiality the contrary, the only financial statements that shall be required to a third party binding on you (as long as such confidentiality obligation was not entered into be provided to the Commitment Parties in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of connection with the syndication of the Senior Credit Facilities shall be those required to be delivered pursuant to paragraphs 9 and 10 of Exhibit C attached hereto. You hereby acknowledge that (in consultation with you and subject to your consenta) the Lead Arrangers will make available Information (as defined below), Projections and other offering and marketing materials and presentations, including decisions as to the selection and number of potential Lenders confidential information memoranda, to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised used in such capacities. Without limiting your obligations to assist connection with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities in a form customarily delivered in connection with senior secured bank financings (the “Information Memorandum” and, together with such other customary marketing materials to be used in connection with the syndications, the “Information Materials”) to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means, in each case, subject to a market standard “click through” or similar confidentiality agreement reasonably approved by you, and (b) certain of the successful completion Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to you, the Target or your or its respective subsidiaries and securities for purposes of United States federal securities laws (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”) and who may be engaged in investment and other market related activities with respect to you, the Target or your or its respective subsidiaries or securities) (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). At the reasonable request of the Lead Arrangers, you agree to assist (and to use commercially reasonable efforts to cause the Sponsor and the Target to assist to the extent practical and appropriate and in all instances not in contravention of the Acquisition Agreement) us in preparing an additional version of the Information Memorandum to be used in connection with the syndication of the Senior Credit Facilities constitute a condition that consists solely of Public Side Information with respect to you, the Target or any of your or its respective subsidiaries or any of your or their respective securities for the purpose of United States federal and state securities laws to be used by Public ▇▇▇▇▇▇. The information to be included in the additional version of the Information Materials will not, for the avoidance of doubt, be required to be any more expansive than the information included in the version of the Information Materials provided to the availability Private ▇▇▇▇▇▇. It is understood that in connection with your assistance described above, customary authorization letters will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Revolving Credit IncreaseInformation Memorandum contains only Public Side Information and exculpate you, the Incremental Term Loan andSponsor, the Target, and your and their respective affiliates and us and our respective affiliates with respect to any liability related to the use or misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. Before distribution of any Information Materials, at our reasonable request, you agree to identify that portion of the Information Materials that may be distributed to the Public ▇▇▇▇▇▇ as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as containing only Public Side Information (it being understood that you shall not be under any obligation to ▇▇▇▇ the Information Materials “PUBLIC”). Any Information Materials not marked “PUBLIC” shall be deemed to have Private Side Information. You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents, without limitation, may be distributed to both Private ▇▇▇▇▇▇ and Public ▇▇▇▇▇▇, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private ▇▇▇▇▇▇ (provided that you and your counsel shall have been given a reasonable opportunity prior to any such distribution to review such documents and comply with the United States Securities and Exchange Commission disclosure obligations or any other applicable disclosure obligations with respect thereto prior to any such distribution): (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if applicableany, and funding and closing memoranda), (b) term sheets and notifications of changes in the Replacement Facility, on Credit Facilities’ terms and conditions and (c) drafts and final versions of the Closing Date.Credit Facilities Documentation.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves We reserve the right, both prior to and or after the Closing Date, to secure syndicate all or a portion of the Initial Lenders’ respective commitments for the Senior Credit Facilities from hereunder to a syndicate group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and reasonably acceptable to us and you (such acceptance not to be unreasonably withheld or delayed) (it being understood and agreed that nothing in this Section 3 shall prevent or limit assignments or participations of the Facilities after the Closing Date in accordance with, and as permitted by, the provisions contained in Exhibit B, Exhibit C, Exhibit D or Exhibit E, as applicable); provided that (a) we agree not to syndicate, participate or otherwise assign our commitments to (i) certain banks, financial institutions and other investors committing persons that have been specified to us by you in writing at any time prior to the Senior Credit date hereof (and known or reasonably identifiable affiliates of such identified entities), (ii) competitors of the Borrower and its subsidiaries (including the Company) (which, for the avoidance of doubt, shall not include any bona fide debt investment fund) identified in writing from time to time (and known or reasonably identifiable affiliates thereof) or (iii) Excluded Affiliates (all such banks, financial institutions, other persons, competitors and Excluded Affiliates, collectively, the “Disqualified Lenders”) and no Disqualified Lenders may become Lenders or otherwise participate in the Facilities; provided further that no Initial Lender shall assign prior to the Closing Date more than 49% of its aggregate commitments under the Bridge Facility unless you agree otherwise in writing and (b) notwithstanding our right to syndicate the Facilities and receive commitments with respect thereto, other than in connection with any assignment to an Additional Agent, and upon the joinder of such Additional Agent as an Initial Lender pursuant to the immediately preceding paragraph, in respect of the amount allocated to such Additional Agent, (i) we shall not be relieved, released or novated from our obligations hereunder (including our obligation to fund the Facilities on the date of the consummation of the Acquisition with the proceeds of the initial funding under the Facilities (the date of such funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the Facilities, including We▇▇▇ ▇argo Bankour commitments in respect thereof, until after the "Lenders"Closing Date has occurred, (ii) upon no assignment or novation shall become effective with respect to all or any portion of our commitments in respect of the terms Facilities until the initial funding of the Facilities and subject (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the conditions set forth in Facilities and this Commitment Letter, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. We▇▇▇ ▇argo Securities It is understood that our commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the availability of the Facilities on the Closing Date. We may commence syndication efforts at any time following promptly upon the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and usLetter. Until the earlier of (i) the Closing Date so long as date upon which a Successful Syndication successful syndication (as defined in the Fee Letter (as defined below)Letter) of the Facilities is achieved and (ii) the date that is 60 days 60th calendar day following the Closing Date (such earlier date, the "“Syndication Date"”), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to actively assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will shall include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make (a) ensure that any syndication efforts benefit from your existing lending and investment banking relationships and, to the extent practical and appropriate and not in contravention of the Acquisition Agreement, the Company’s existing lending and investment banking relationships, (b) cause direct contact between appropriate members of senior management, certain representatives and certain advisors of your non-legal advisors, on the one hand, and the proposed Lenders, on the other hand, and, to the extent not in contravention of the Acquisition Agreement, your using commercially reasonable efforts to ensure such contact between appropriate members of the senior management of the Acquired Company, available on reasonable prior notice the one hand, and the proposed Lenders, on the other hand, in all such cases at reasonable times and places, in each case, to be locations mutually agreed upon, (iiic) hosting, with We▇▇▇ ▇argo Securities, not more than three assist (3) meetings and/or calls in connection with including the initial syndication use of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities to the extent not in contravention of the Acquisition Agreement) in the preparation of one or more the Information Materials (as defined below) and other customary confidential information memorandum or other offering and marketing materials to be used in connection with the Senior Credit syndication, (d) procure, at your expense, prior to the launch of the syndication of the Facilities, ratings (but not any specific rating or ratings) for the Facilities (other than the "Marketing Documents"ABL Facility) and the Notes from each of Standard & Poor’s Ratings Services (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), and a public corporate credit rating (but not any specific rating) and a public corporate family rating (but not any specific rating or ratings) in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, (e) at our request, the hosting, with us, of a reasonable number of meetings or conference calls to be mutually agreed upon with prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts, to the extent not in contravention of the Acquisition Agreement, to arrange for certain officers of the Company to be available for such meetings), (vf) your providing customary projections of the Borrower and its subsidiaries for the fiscal years 2015 through 2022 (presented on an annual basis) (the “Projections”), (g) your using your commercially reasonable efforts to ensure that the ABL Administrative Agent and its advisors and consultants shall have sufficient access to the Company and the Borrower to complete a commercial finance audit examination and inventory appraisal of the Company and its subsidiaries prior to the date that is 15 consecutive business days prior to the Closing Date (and, regardless of whether a successful syndication has occurred, if after such use of commercially reasonable efforts, such access has not been provided by such 15th business day, such access shall be required to be provided thereafter by a time to be mutually agreed and, in any event, subsequent to the Closing Date and no later than a date that is 90 days following the Closing Date (subject to extensions by the ABL Administrative Agent in its reasonable discretion)) and (h) prior to the later of the Closing Date and the Syndication Date, there will not be any competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of you, the Company or any of your or its subsidiaries (and your using commercially reasonable efforts to ensure that there will not be any competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of the Company or any of its subsidiaries) being offered, placed or arranged (other than the Facilities (including any Backstop Bridge Loans) or any indebtedness issued in lieu thereof, the Notes and/or the Secured Backstop Notes (or any other securities) issued to refinance the Bridge Facility and/or the Secured Backstop Bridge Facility in whole or in part, the Secured Backstop Bridge Loans (if applicable), the Unsecured Backstop Notes (if applicable), ordinary course working capital facilities, local facilities, capital leases, purchase money indebtedness and equipment financings, deferred purchase price obligations, obligations under the Acquisition Agreement (as defined in Exhibit A) or any indebtedness of the Company and its subsidiaries disclosed or otherwise permitted to be incurred pursuant to the Acquisition Agreement) without our consent, if such issuance, offering, placement or arrangement would reasonably be expected, in the reasonable judgment of the Arrangers, to impair the primary syndication efforts of We▇▇▇ ▇argo Securities benefit materially from the Facilities or the Notes or the Secured Backstop Notes in any material respect prior to the Syndication Date. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, (i) neither the commencement nor the completion of any syndication of the Facilities (including the successful syndication thereof), nor your existing lending relationships and (vi) providing as soon as reasonably practicable after compliance with any of the date provisions of this Commitment Letter (other than the Limited Conditionality Provisions (as defined below)) (including the obligation to use commercially reasonable efforts to obtain the ratings referenced above) shall constitute a condition to our commitments hereunder or the funding of the Facilities on the Closing Date and prior (ii) the only financial statements that shall be required to be provided to the commencement Commitment Parties hereunder are those required to be delivered pursuant to Exhibit E hereto. The Arrangers will manage, in consultation with you, all aspects of general any syndication of the Senior Credit Facilities Facilities, including decisions as to the selection of institutions (Aexcluding Disqualified Lenders) customary pro forma consolidated financial statements reasonably acceptable to you (your consent not to be unreasonably withheld or delayed) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights set forth in the second preceding paragraph and excluding Disqualified Lenders), the allocation of the Borrower and its subsidiaries after giving effect commitments among the Lenders (subject to the Transactions and your prior consent (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you not to be reasonable at unreasonably withheld, conditioned or delayed)) and the time)amount and distribution of fees among the Lenders. It is understood and agreed that For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rulelaw, law rule or regulation applicable to you regulation, or (iii) any obligation of confidentiality to a third party binding on you upon, or waive any privilege that may be asserted by, you, the Sellers (as long defined in Exhibit A), the Company or any of your or their respective affiliates (provided that in the event that you do not provide information in reliance on the exclusions in this sentence, you shall use commercially reasonable efforts to provide notice to the Arrangers promptly upon obtaining knowledge that such information is being withheld and you shall use your commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate the applicable obligation or privilege). You hereby acknowledge that (a) we will make available Information (as such confidentiality obligation was not entered into defined below), Projections and other customary offering and marketing material and presentations, including customary confidential information memoranda to be used in contemplation connection with the syndication of the TransactionsFacilities in a form customarily delivered in connection with senior secured bank financings (the “Information Memorandum”), provided that such Information Memorandum will not be required to contain historical and pro forma financial information other than the financial information referred to in paragraphs 5 and 6 of Exhibit E hereto that is available as of the date such Information Memorandum is prepared (such Information, Projections, other offering and marketing material and such Information Memorandum, collectively, with the Term Sheets, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive information that is (x) (i) with respect to the Company, of the type that would not be publicly available if it were a public reporting company and (ii) with respect to you, not publicly available and (y) material with respect to you, the Company or your or the Company’s respective subsidiaries or the securities of any of the foregoing for purposes of United States Federal and state securities laws (all such information described in the foregoing clauses (x) and (y), “MNPI”) and who may be engaged in investment and other market related activities with respect to you, the Company, the Sellers or your, the Company’s or the Sellers’ respective securities) (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the contents of the Information Materials and the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof. You agree to assist (and to use commercially reasonable efforts to cause the Company to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Facilities that consists exclusively of information of a type that does not include MNPI. The information to be included in the additional version of the Information Materials will not, for the avoidance of doubt, be required to be any more expansive than the information included in the version of the Information Materials provided to the Private ▇▇▇▇▇▇. It is understood that, in connection with your assistance described above, you shall, or shall use commercially reasonable efforts to cause the Company to, provide us with customary authorization letters (including customary representations with respect to accuracy of information) for inclusion in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any MNPI and contains customary disclaimers and exculpates you, the Investors, the Company, the Sellers and us regarding the use of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. Before distribution of any Information Materials, you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public ▇▇▇▇▇▇ as “Public Sider Information”, which, at a minimum, shall mean that the words “PUBLIC SIDER” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC SIDER”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any MNPI (it being understood that you shall not be under any obligation to ▇▇▇▇ the Information Materials “PUBLIC SIDER”). (a) administrative materials prepared by us for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) Weterm sheets and notification of changes in the Facilities’ terms and conditions and (c) drafts and final versions of the Facilities Documentation (as defined in Exhibit D). If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private ▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities ▇, then we will exclusively perform all functions and exercise all authority as is customarily performed and exercised in only distribute such capacities. Without limiting your obligations materials to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on the Closing DatePrivate ▇▇▇▇▇▇.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves the right, both prior to and As soon as is practicable after the Closing Date, to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions execution and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution delivery of this Commitment Letter and the public announcement of the Transactions (the “Syndication Commencement Date”), the Lead Arrangers intend to syndicate the Bridge Facility to a group of financial institutions identified by the Lead Arrangers in consultation with you, including any relationship lenders designated by you of and consented to by the Acquisition as mutually agreed between Lead Arrangers and you (in both cases, such consent not to be unreasonably withheld or delayed) (the “Syndication”; and us. Until such financial institutions, together with the earlier of Lead Arrangers (or their designated affiliates), the “Lenders”); provided, that in any event the Lead Arrangers agree not to syndicate to (i) any competitor of the Company or the Target and their subsidiaries that is in the same or a similar line of business as the Company and the Target and their subsidiaries and is identified in writing by the Company to the Lead Arrangers prior to the date hereof together with any affiliates thereof (other than debt fund affiliates) that are readily identifiable as such on the basis of their name, provided that the Company may update such list of competitors after the date hereof by notice in writing to, and with the consent of (such consent not to be unreasonably withheld), the Lead Arrangers and (ii) certain banks, financial institutions, other institutional lenders and investors, in each case designated in writing to the Lead Arrangers by the Company prior to the date of this Letter. The Company agrees to use commercially reasonable efforts to ensure that the Lead Arrangers’ syndication efforts benefit from the existing lending and investment banking relationships of the Company and its subsidiaries. To facilitate an orderly and successful syndication of the Bridge Facility, you agree that, until the earliest of (a) 60 days following the Closing Date so long as Date, (b) the completion of a Successful Syndication (as defined in the Fee Letter entered into with the Lead Arrangers), (c) the termination of the Syndication as defined belowdetermined by the Lead Arrangers and (d) the termination in full of the commitments under and the repayment in full of any loans outstanding under the Bridge Facility (such earliest date, the “Syndication Date”), the Company will not, without the prior written consent of the Lead Arrangers, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of any debt facility or any debt of the Company or any of its subsidiaries (other than (i) is achieved and the Bridge Facility, (ii) the date New Senior Notes, (iii) borrowings under the Company’s existing credit agreements each dated September 6, 2013 among the Company and the financial institutions party thereto (the “Existing Credit Agreements”) (or any replacement revolving credit facilities of up to $1.0 billion arranged by the Lead Arrangers) and up to a $300 million plus €800 million senior unsecured term loan facility arranged by the Lead Arrangers (it being understood that is 60 days following any such arrangement or syndication will be coordinated with the Closing Date syndication of the Bridge Facility in a manner reasonably satisfactory to the Lead Arrangers), (such earlier dateiv) any other ordinary course borrowings under working capital, overdraft or other revolving facilities; provided the "aggregate amount excluded hereunder and under clause (vi) below shall not exceed $50 million in the aggregate, (v) any debt incurred by Perrigo API India Pvt. Ltd. or Chemagis India Private Ltd., (vi) any ordinary course foreign borrowings; provided the aggregate amount excluded hereunder and under clause (iv) above shall not exceed $50 million in the aggregate), (vii) any exchange notes in respect of the Company’s senior notes and (viii) any borrowings under any asset securitization transactions permitted under the Existing Credit Agreements). Until the Syndication Date"), you agree that you will assistto cooperate with us and provide information reasonably required by us in connection with the Syndication including the preparation of, as soon as practicable following the date hereof, a customary information package regarding the business and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management operations of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement)Company, us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will includeincluding, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request the delivery of all information relating to the Transactions prepared by or on behalf of the Company deemed reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and Lead Arrangers to complete the syndication of the Senior Credit Facilities, Syndication (including pro formas and projections for at least five years); (ii) making senior management the preparation of a customary information package for use in bank meetings and other communications with prospective Lenders in connection with the Borrower, and Syndication; (subject to your rights in the Acquisition Agreementiii) using commercially reasonable efforts to make arrange for direct contact between appropriate members of senior management management, representatives and advisors of the Acquired CompanyCompany with prospective Lenders and participation of such persons in such meetings, in all such cases at reasonable times mutually agreed upon; (iv) the hosting, with the Lead Arrangers, of one or more meetings with prospective Lenders and, in connection with any such meeting, consulting with the Lead Arrangers with respect to the presentations to be made and making available on reasonable appropriate senior management, representatives and advisors of the Company to rehearse such presentations prior notice to any such meeting, in each case as reasonably requested by the Lead Arrangers and in each case at reasonable times and places, in each case, to be at such places as are mutually agreed upon, upon and (iiiv) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using taking commercially reasonable efforts to cause enter into the Acquired Loan Documents as soon as practicable after the date hereof and in any event within 30 days of the date hereof. You agree that the Lead Arrangers have the right to place advertisements in financial and other newspapers and journals at their own expense describing its services to the Company to assistthe extent permitted by law; provided that the Lead Arrangers will submit a copy of any such advertisements to the Company for its approval, We▇▇▇ ▇argo Securities which approval will not be unreasonably withheld or delayed. You further agree that any references to the Lead Arrangers or any of their respective affiliates made in the preparation of one or more customary confidential information memorandum advertisements or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitiesprior written approval of the Lead Arrangers which approval shall not be unreasonably withheld or delayed. Without limiting your obligations to assist with the syndication efforts Syndication as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood we agree that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication Syndication is not a condition of our commitments under the Bridge Facility. The Company will be solely responsible for the contents of any such information package referenced in the foregoing paragraph and the presentation described in the first sentence of the Senior Credit Facilities constitute a condition foregoing paragraph and all other information, documentation or other materials delivered to us in connection therewith, and you acknowledge that the Lead Arrangers will be using and relying upon such information without independent verification thereof. You agree that, subject to the availability provisions of the Revolving Credit Increasenext paragraph, such information regarding the Bridge Facility and information provided by the Company or its representatives to the Lead Arrangers in connection with the Bridge Facility (including, without limitation, draft (but ready for dissemination) and execution versions of the Loan Documents, such information package, such presentation, publicly filed financial statements and draft or final offering materials relating to contemporaneous or prior securities issuances by the Company) may be disseminated to potential Lenders and other persons through one or more Internet sites (including an IntraLinks or Syndtrak workspace (it being understood the Company will reimburse the Lead Arrangers for the use of such platforms)) created for purposes of syndicating the Bridge Facility (including hard copy and via electronic transmissions). At the request of the Lead Arrangers, the Incremental Term Company agrees to assist us in the preparation of a version of the information memorandum and presentation that does not contain material non-public information concerning the Company, Target, or their respective affiliates or securities. In addition, the Company agrees, at our request, to identify any information materials that do not contain material non-public information as “PUBLIC” and any information not marked PUBLIC shall be deemed as being suitable only for distribution to prospective Lenders who wish to receive material non-public information (“Private Lenders”). The Company further agrees that the following documents contain information that may be distributed to all prospective Lenders: (x) the drafts and the final Loan andDocuments (including term sheets related thereto), (y) administrative materials prepared by the Lead Arrangers for prospective Lenders (including, without limitation, a lender meeting invitation, bank allocation, if applicableany, and funding and closing memoranda) and (z) notifications of changes in the Replacement terms and conditions of the Bridge Facility, on the Closing Date.

Syndication. (a) We▇▇▇ ▇argo Securities intends and JPMCB reserves the right, both prior to and or after the Closing Date, to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter definitive documentation for the Facility (the “Credit Documentation”), to syndicate all or a portion of its commitment hereunder to one or more Lenders (which shall be identified by the Arranger subject to your approval as set forth below) pursuant to a syndication to be managed exclusively by the Arranger. JPMCB shall determine in consultation with you whether and when syndication of the public announcement Facility shall commence in light of the progress of the syndication of the New Credit Facility. All aspects of the syndication of the Facility, including, without limitation, timing, potential syndicate members to be approached, titles, initial and final allocations and division of fees, shall be determined by the Arranger in consultation with you; provided that each potential syndicate member to be approached must be approved by you (such approval not to be unreasonably withheld, delayed or conditioned) (it being agreed that each person that is currently a “Lender”, or hereafter becomes a “Lender” with your consent, under the Existing Credit Agreement is hereby approved by you (each, a “Permitted Assignee”)). In the event that JPMCB elects (in consultation with you) to commence syndication of the Acquisition as mutually agreed between you and us. Until Facility, then until the earlier of (ia) the Closing Date so long completion of a successful syndication of the Facility, as a Successful Syndication (as defined in mutually determined by the Fee Letter (as defined below)) is achieved Arranger and the Borrower, and (iib) the date that is 60 days following the Closing Date (such earlier date, the "“Syndication End Date"”), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights actively assist the Arranger in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete completing a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will includeus, including, without limitation, (i) by promptly preparing and providing promptly the Arranger with such information with respect to We▇▇▇ ▇argo Securities upon request all information the Guarantor and its subsidiaries, in each case including financial information, as the Arranger may reasonably deemed deem necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the a successful syndication of the Senior Credit FacilitiesFacility. Such assistance shall include, (iia) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the any syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and investment banking relationships, (vib) providing as soon as direct contact between senior management, representatives and advisors of you, on the one hand, and the proposed Lenders and rating agencies identified by the Arranger, on the other hand, at times and places reasonably practicable after requested by the date Arranger and consented to by the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), (c) assistance by you in the prompt preparation of a Confidential Information Memorandum for the Facility and other marketing materials and information reasonably deemed necessary by the Arranger to complete a successful syndication of the Facility for delivery to potential syndicate members and participants, in each case in form and substance customary for transactions of this Commitment Letter type and otherwise reasonably satisfactory to the Arranger, including, without limitation, estimates, forecasts, projections and other forward-looking financial information prepared by the Guarantor regarding the future consolidated performance of the Guarantor and its subsidiaries (including projections for the fiscal years 2012 and 2013 that include the Acquired Company and its subsidiaries in the form of such projections delivered to and approved by the Arranger on or prior to the commencement date hereof) (collectively, the “Projections”), and (d) the hosting, with the Arranger, of general syndication one or more meetings or conference calls with prospective Lenders at the request of the Senior Credit Facilities (A) customary pro forma consolidated financial statements Arranger. You further agree that prior to, or promptly after, the announcement of the Borrower Acquisition you will advise each of ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and its subsidiaries after giving effect to the Transactions and Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (B“S&P”) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to Transactions, including the Transactions for each year commencing with the first fiscal year following the Closing Date for the term nature of the Senior contemplated financing therefor. You also agree that, until the Syndication End Date, you and your subsidiaries will not issue, sell, offer, place or arrange, or engage in any discussions with respect to any of the foregoing, any debt securities or commercial bank or other credit facilities of the Guarantor, the Borrower or their respective subsidiaries, other than (i) the Facility, (ii) the New Credit Facilities Facility and the New Notes (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS andamount thereof may exceed the aggregate principal amount of the Facility), accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation indebtedness under the existing commitments available under the Existing Credit Agreement, (iv) working capital and overdraft facilities provided to the Borrower and its subsidiaries in the ordinary course of confidentiality to a third party binding on you business and (as long as such confidentiality obligation was not entered into v) commercial paper financings in contemplation the ordinary course of business, without the prior written consent of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitiesArranger. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood JPMCB agrees that the Commitment hereunder completion of a successful syndication is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability initial funding under the Facility. It is further agreed that, in the event that JPMCB elects (in consultation with you) to commence syndication of the Revolving Credit IncreaseFacility, you will, at the request of the Arranger and upon delivery by the Arranger to you of a draft credit agreement for the Facility prepared by our counsel, negotiate the definitive version of such credit agreement (consistent with this Commitment Letter, the Incremental Term Loan and, if applicable, Sheet and the Replacement Facility, on Fee Letter) promptly and in good faith and execute and deliver the Closing Datedefinitive credit agreement for the Facility (and such related documents as shall be required in connection with the execution thereof) at the earliest practicable date following delivery to you of such draft credit agreement.

Syndication. (a) We▇▇▇ ▇argo Securities MLPFS intends and reserves the right, both prior to and after the Closing Date, to secure commitments for commence syndication of the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") promptly upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution your acceptance of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and usFee Letter. Until the earlier of (i) the Closing Date so long as You agree to actively assist MLPFS in achieving a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and youMLPFS. Such assistance will include, without limitation, shall include your (ia) providing promptly and causing your advisors to We▇▇▇ ▇argo Securities provide (and using your commercially reasonable efforts to cause the Target and its advisors to provide) the Commitment Parties and the other Lenders upon request with all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and Commitment Parties to complete syndication, including, but not limited to, information and evaluations prepared by you, the syndication of Target and your or its advisors, or on your or its behalf, relating to the Senior Credit Facilitiestransactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (iib) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities assisting in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the syndication of the Senior Credit Facilities (collectively, the "Marketing Documents"“Information Materials”), (vc) using your commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities MLPFS benefit materially from your existing lending banking relationships and (vid) providing otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) from time to time to attend and make presentations regarding the business and prospects of the Company and its subsidiaries, the Target and its subsidiaries and the Transactions, as soon as reasonably practicable after appropriate, at one or more meetings of prospective Lenders. You hereby agree that, following the Effective Date and at our own expense, we may place advertisements in financial and other newspapers and periodicals, and circulate similar promotional materials, in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the name of the Company, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type and closing date of this Commitment Letter the Senior Credit Facilities. You also authorize MLPFS and prior its affiliates to download copies of the commencement of general Company’s and its subsidiaries’ logos from its website, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions use such logos on any confidential information memoranda, presentations and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing other marketing materials prepared in connection with the first fiscal year following the Closing Date for the term syndication of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time)Facilities. It is understood and agreed that you MLPFS will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage and control all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent)you, including decisions as to the selection of prospective Lenders and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms and any related in the Fee Letter. It is also understood and agreed that the amount and distribution of the fees among the Lenders (subject will be at the sole and absolute discretion of Bank of America and MLPFS. Except as set forth in the Additional Arranger Paragraph, notwithstanding any other provision of this Commitment Letter to the terms hereof)contrary or any syndication, assignment or other transfer of Bank of America’s commitments in respect of the Senior Credit Facilities herein, (a) Bank of America shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the Incremental Term Facility and, to the extent applicable, the Backstop Facilities on the Effective Date) as a result of such syndication, assignment or other transfer until after the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of Bank of America’s commitments in respect of the Senior Credit Facilities until the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date and We▇▇▇ ▇argo Securities will exclusively perform (c) Bank of America shall retain exclusive control over all functions rights and exercise obligations with respect to its commitments in respect of the Senior Credit Facilities herein, including all authority as is customarily performed rights with respect to consents, waivers, modifications, supplements and exercised in such capacitiesamendments, until the Effective Date has occurred. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood that our commitments with respect to the Commitment hereunder is Incremental Term Facility and, to the extent applicable, the Backstop Facilities are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Incremental Term Facility and, to the extent applicable, the Backstop Facilities and in no event shall the commencement or successful completion of the syndication of the Senior Credit Facilities Incremental Term Facility and, to the extent applicable, the Backstop Facilities, nor the obligation to assist with syndication efforts as set forth herein (including, without limitation, any of your agreements in this paragraph or the successful completion of the syndication of the Senior Credit Facilities following paragraph), constitute a condition to the availability of the Revolving Credit Increase, commitment hereunder to fund the Incremental Term Loan Facility and, if to the extent applicable, the Replacement Facility, Backstop Facilities in each case on the Closing Effective Date.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves The Lead Arrangers intend to commence syndication of the right, both prior to and after the Closing Date, to secure commitments for the Senior Amended Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") promptly upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution your acceptance of this Commitment Letter and the public announcement by you Fee Letter. You agree to actively assist the Lead Arrangers in achieving a syndication of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date Amended Credit Facilities that is 60 days following satisfactory to the Closing Date Lead Arrangers. Such assistance shall include your (such earlier date, the "Syndication Date"), you agree that you will assist, a) providing and will cause causing your representatives and non-legal advisors to assist, provide (and (subject to using your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company Target and its advisors to assist (to provide) the extent not in contravention of Commitment Parties and the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities other Lenders upon request with all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and Commitment Parties to complete syndication, including, but not limited to, information and evaluations prepared by you, the syndication of Target and your or its advisors, or on your or its behalf, relating to the Senior Credit Facilitiestransactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (iib) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities assisting in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior syndication of the Amended Credit Facilities (collectively, the "Marketing Documents"“Information Materials”), (vc) using your commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities the Lead Arrangers benefit materially from your existing lending banking relationships and (vid) providing otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) from time to time to attend and make presentations regarding the business and prospects of the Company and its subsidiaries, the Target and its subsidiaries and the Transaction, as soon as reasonably practicable after appropriate, at one or more meetings of prospective Lenders. You hereby agree that, following the Effective Date and at our own expense, we may place advertisements in financial and other newspapers 122724333_8 and periodicals, and circulate similar promotional materials, in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the name of the Company and its subsidiaries, (ii) our and our affiliates’ titles and roles in connection with the Amended Credit Facilities, and (iii) the amount, type and closing date of this Commitment Letter the Amended Credit Facilities. You also authorize each of the Lead Arrangers and prior its affiliates to download copies of the commencement of general Company’s and its subsidiaries’ logos from its website, use copies thereof in SyndTrak or similar workspaces established by BofA Securities in connection with the syndication of the Senior Amended Credit Facilities (A) customary pro forma consolidated financial statements and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Amended Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time)Facilities. It is understood and agreed that you the Lead Arrangers will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage and control all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent)you, including decisions as to the selection of prospective Lenders and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders (it being understood that the syndication of the Incremental Facilities shall be allocated 56.1% to reduce the commitment of Bank of America and any related 43.9% to reduce the commitment of PNC until a Successful Syndication (as defined in the Fee Letter) has occurred). It is understood that no Lender participating in the Incremental Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Fee Letter. It is also understood and agreed that the amount and distribution of the fees among the Lenders (subject will be at the sole and absolute discretion of the Lead Arrangers. Notwithstanding any other provision of this Commitment Letter to the terms hereof)contrary or any syndication, and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority assignment or other transfer of Bank of America’s or PNC’s commitments in respect of the Incremental Facilities herein, neither Bank of America nor PNC shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Facilities on the Effective Date) as is customarily performed and exercised in a result of such capacitiessyndication, assignment or other transfer until after the funding of the Incremental Facilities (or any portion thereof) on the Effective Date. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood that our commitments with respect to the Commitment hereunder is Incremental Facilities are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Incremental Facilities and in no event shall the commencement or successful completion of the syndication of the Senior Credit Incremental Facilities nor the obligation to assist with syndication efforts as set forth herein (including, without limitation, any of your agreements in this paragraph or the successful completion of the syndication of the Senior Credit Facilities following paragraph), constitute a condition to the availability of the Revolving Credit Increase, commitment hereunder to fund the Incremental Term Loan and, if applicable, the Replacement Facility, Facilities on the Closing Effective Date.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves Subject to Section 9 of this Commitment Letter, we reserve the right, both prior to and and/or after the Closing Dateexecution of definitive documentation for the Facilities (which will be initially drafted by your counsel), to secure syndicate all or a portion of the Initial Lenders’ commitments for with respect to the Senior Credit Facilities from to a syndicate group of banks, financial institutions and other investors institutional lenders (together with the Initial Lenders and the Additional Initial Lenders, the “Lenders”) identified by us in consultation with you and subject to your consent (such banksconsent not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary contained herein, any resales or assignments of the Senior Facility or the Senior Secured Bridge Loans by any Lender (including the Initial Lenders) on or following the date on which the Tender Offer and the Merger are consummated and the entering into of the Senior Facility (the “Closing Date”) shall be governed by the provisions of the Senior Facility or the Senior Secured Bridge Facility, as applicable, as set forth in the Term Sheets. Each Lender further agrees not to syndicate any of the commitments with respect to the Facilities to certain financial institutions and other investors committing entities that have been specified by you in writing on or prior to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, date hereof or competitors of the "Lenders") upon the terms Target and subject its subsidiaries specified by you in writing on or prior to the conditions set forth date hereof (it being understood that additional bona fide competitors of the Target may be designated in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time writing by you following the execution earlier to occur of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)Letter) is achieved and (ii) the date that is 60 days following after the Closing Date (such earlier datecollectively, the "Syndication Date"“Disqualified Lenders”); provided that, for the avoidance of doubt, any such additional designation shall not apply retroactively to any prior assignment to any Lender permitted hereunder at the time of such assignment). We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to actively assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete completing a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and youyou until the earlier to occur of a Successful Syndication and 60 days after the Closing Date. Such During such period, such assistance will include, without limitation, shall include (ia) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make ensure that any syndication efforts benefit from Sponsor’s and your existing lending and investment banking relationships and, to the extent practical and appropriate, the existing lending and investment banking relationships of the Target and its subsidiaries, (b) direct contact between appropriate members of senior management management, certain representatives and certain non- legal advisors of you (and, subject always to the extent expressly provided in the Merger Agreement, your using commercially reasonable efforts to cause direct contact between appropriate members of senior management, certain representatives and certain non-legal advisors of the Acquired Company, available on reasonable prior notice Target and at reasonable times its subsidiaries) and placesthe proposed Lenders, in each case, to be all such cases at times mutually agreed upon, (iiic) hostingassistance by you and the Sponsor (and, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with subject always to the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights extent expressly provided in the Acquisition Merger Agreement) causing , your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities assistance by the Target and its subsidiaries) in the preparation of one or more a customary confidential information memorandum or Confidential Information Memorandum for each of the Facilities and other customary marketing materials to be used in connection with the Senior Credit Facilities (syndication of the "Marketing Documents")Facilities, (vd) your using commercially reasonable efforts to ensure that obtain (which use of commercially reasonable efforts shall not require you to change the syndication efforts proposed terms of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and Facilities), upon our request, prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS andFacilities, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilegepublic ratings for the Senior Facility, the Senior Secured Notes and/or the Senior Secured Bridge Facility and (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into public corporate credit rating and public corporate family rating in contemplation respect of the Transactions). Borrower, in each case, from each of Standard & Poor’s Ratings Services (b“S&P”) Weand ▇▇▇▇▇’▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities Investors Service, Inc. (in consultation with you and subject to your consent“Moody’s”), including decisions as respectively and (e) the hosting, with the Arrangers, of up to the selection three general meetings of prospective Lenders at times and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitieslocations mutually agreed upon. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 above, neither the receipt of such ratings nor the commencement, conduct or completion of such syndication is a condition to the commitments or the funding of the Conditions AnnexFacilities on the Closing Date. You agree, it is understood that at the Commitment hereunder is not conditioned upon request of the syndication ofArrangers, or receipt to assist us in the preparation of commitments a version of the Confidential Information Memorandum and other customary marketing materials to be used in respect of, the Senior Credit Facilities and in no event shall the commencement of connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either publicly available or not material (or, in the case of a company that is not a public reporting company, information of a type that would reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Borrower, the Target and their respective subsidiaries, taken as a whole, or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. It is understood that, in connection with your assistance described above, customary authorization letters, consistent with the terms of this Commitment Letter, will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders containing a representation substantially consistent with the first sentence of Section 4 of this Commitment Letter and a representation by you to the Financial Institutions that the Public Lender Information does not include material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) about Holdings, the Borrower, the Target or any of their subsidiaries or their respective securities and exculpating us with respect to any liability related to the use of the contents of such Public Lender Information or any related marketing material by the recipients thereof. You acknowledge and agree that, subject to the confidentiality and other provisions of Section 12 of this Commitment Letter, the following documents may be distributed to potential Lenders wishing to receive only Public Lender Information (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) term sheets and drafts that are not marked confidential and final definitive documentation with respect to the Facilities; provided that, for the avoidance of doubt, no such term sheets may be distributed to any potential Lenders unless approved by us; (b) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) notification of changes in the previously disclosed terms of the Facilities. You also agree to use commercially reasonable efforts to identify that portion of any other Information (as defined below) or Projections (as defined below) (collectively, the “Borrower Materials”) to be distributed to “public side” lenders (i.e., lenders that do not wish to receive material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Borrower, the Target or any of their subsidiaries or any of their respective securities), including by clearly and conspicuously marking such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC”, you shall be deemed to have authorized the Arrangers and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Borrower, the Target or any of their subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (it being understood that you shall not be under any obligation to ▇▇▇▇ any Borrower Materials “PUBLIC”). You hereby acknowledge and agree that any Borrower Materials that are not marked “PUBLIC” shall be treated as Private Lender Information by us. The Lead Arrangers will manage all aspects of any syndication in consultation with you, including (in each case subject to the provisions set forth in this Commitment Letter), decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees among the Lenders. To assist the Arrangers in their syndication efforts, you agree promptly to prepare and provide (and, subject always to the extent provided in the Merger Agreement, to use commercially reasonable efforts to cause the Target and its subsidiaries to provide) to the Arrangers all customary information reasonably requested by the Lead Arrangers that is reasonably available to you with respect to Holdings, the Borrower, the Target and their respective subsidiaries, and the Transactions, including customary financial information and projections (the “Projections”), as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Facilities. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Arrangers as a condition precedent to closing shall be those required to be delivered pursuant to Exhibit D hereof. You hereby agree that, prior to the earlier of a Successful Syndication and 60 days after the Closing Date, there shall be no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of you or the Borrower, and you will use commercially reasonable efforts to ensure that there are no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of the Target or its subsidiaries, being offered, placed or arranged (other than the Facilities, the Senior Credit Secured Notes or any indebtedness of the Target and its subsidiaries permitted to be incurred or outstanding pursuant to the Merger Agreement and other indebtedness incurred in the ordinary course of business of the Target and its subsidiaries for capital expenditures and working capital purposes), without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the Facilities or the successful completion of the syndication offering of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on the Closing DateSecured Notes.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves the right, both prior The Lead Arrangers intend to and after the Closing Date, to secure commitments for commence syndication of the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Senior Credit Facilities, including We▇▇▇ ▇argo Bank, the "Lenders") promptly upon the terms and subject to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution your acceptance of this Commitment Letter and the public announcement by you of Fee Letter. You agree to actively assist the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as Lead Arrangers in achieving a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and youthe Lead Arrangers. Such assistance will include, without limitation, shall include your (ia) providing promptly and causing your advisors to We▇▇▇ ▇argo Securities provide (and using your commercially reasonable efforts to cause the Target and its advisors to provide) the Commitment Parties and the other Lenders upon request with all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and Commitment Parties to complete syndication, including, but not limited to, information and evaluations prepared by you, the syndication of Target and your or its advisors, or on your or its behalf, relating to the Senior Credit Facilitiestransactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (iib) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities assisting in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the syndication of the Senior Credit Facilities (collectively, the "Marketing Documents"“Information Materials”), (vc) using your commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities the Lead Arrangers benefit materially from your existing lending banking relationships and (vid) providing otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) from time to time to attend and make presentations regarding the business and prospects of the Company and its subsidiaries, the Target and its subsidiaries and the Transactions, as soon as reasonably practicable after appropriate, at one or more meetings of prospective Lenders. You hereby agree that, following the Effective Date and at our own expense, we may place advertisements in financial and other newspapers and periodicals, and circulate similar promotional materials, in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the name of the Company, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type and closing date of this Commitment Letter the Senior Credit Facilities. You also authorize each the Lead Arrangers and prior its affiliates to download copies of the commencement of general Company’s and its subsidiaries’ logos from its website, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions use such logos on any confidential information memoranda, presentations and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing other marketing materials prepared in connection with the first fiscal year following the Closing Date for the term syndication of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time)Facilities. It is understood and agreed that you MLPFS will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders (it being understood that the syndication of the Senior Credit Facilities shall be allocated 70% to reduce the commitment of Bank of America and 30% to reduce the commitment of JPM until a Successful Syndication (as defined in consultation with the Fee Letter) has occurred). It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms and subject to your consent), including decisions as to in the selection Fee Letter. It is also understood and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to agreed that the Lenders amount and the final allocations distribution of the commitments and any related fees among the Lenders (subject will be at the sole and absolute discretion of MLPFS. Notwithstanding any other provision of this Commitment Letter to the terms hereof)contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent applicable, its commitment to the Backstop Facilities on the Effective Date) as a result of such syndication, assignment or other transfer until after the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities until the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date and We▇▇▇ ▇argo Securities will exclusively perform (c) each of Bank of America and JPM shall retain exclusive control over all functions rights and exercise obligations with respect to its commitments in respect of the Senior Credit Facilities herein, including all authority as is customarily performed rights with respect to consents, waivers, modifications, supplements and exercised in such capacitiesamendments, until the Effective Date has occurred. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood that our commitments with respect to the Commitment hereunder is Incremental Term Facility and, to the extent applicable, the Backstop Facilities are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Incremental Term Facility and, to the extent applicable, the Backstop Facilities and in no event shall the commencement or successful completion of the syndication of the Senior Credit Facilities Incremental Term Facility and, to the extent applicable, the Backstop Facilities, nor the obligation to assist with syndication efforts as set forth herein (including, without limitation, any of your agreements in this paragraph or the successful completion of the syndication of the Senior Credit Facilities following paragraph), constitute a condition to the availability of the Revolving Credit Increase, commitment hereunder to fund the Incremental Term Loan Facility and, if to the extent applicable, the Replacement Facility, Backstop Facilities in each case on the Closing Effective Date.

Syndication. The Underwriter may offer these bonds for sale to and through certain selected members of the National Association of Securities Dealers, Inc. The Company will indemnify and hold harmless the Underwriter, its agents and each person, if any, who controls the Underwriter within the meaning of the Securities Act of 1933 (athe "Act") We▇▇▇ ▇argo Securities intends against any losses, claims, damages or liabilities, joint or several, to which they may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any drawings, pictures, opinions of counsel or analysis of values of the properties furnished by the Company to the Underwriter or caused by the failure or refusal of the Company to furnish such information to the Underwriter, any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and reserves will reimburse the rightUnderwriter and each such controlling person for any legal or other expenses reasonably incurred by the Underwriter or such controlling person in connection with investigating or defending any such loss, both claim, damage, liabilities or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission made in any of such documents in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use therein; provided, however, that the indemnification contained in this paragraph with respect to any preliminary prospectus shall not inure to the benefit of the Underwriter (or of any person controlling the Underwriter) on account of any such losses, claims, damages, liabilities or expenses arising from the sale of the Bonds by the Underwriter to any person if a copy of the Prospectus (as amended or supplemented if any amendments or supplements thereto shall have been furnished to such Underwriter prior to the written confirmation of the sales involved) shall not have been given or sent to such person, if required by law, by or on behalf of the Underwriter with or prior to the written confirmation of the sale involved, and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus (as amended or supplemented if amended or supplemented as aforesaid). This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Underwriter will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use therein; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability with the Underwriter may otherwise have. Promptly after receipt by an indemnified party under this Section of notice of the Closing Datecommencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to secure commitments for the Senior Credit Facilities from a syndicate of banksextent that it may wish, financial institutions and jointly with any other investors (such banksindemnifying party similarly notified, financial institutions and other investors committing to assume the Senior Credit Facilities, including We▇▇▇ ▇argo Bankdefense thereof, the "Lenders") upon indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the terms defense thereof other than reasonable costs of investigation. The indemnified party shall have the right to employ its counsel in any such action, but the fees and subject to expenses of such counsel shall be at the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution expense of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of such indemnified party unless (i) the Closing Date so long as a Successful Syndication (as defined in employment of the Fee Letter (as defined below)) is achieved and counsel by such indemnified party has been authorized by the indemnifying party, (ii) the date indemnified party shall have reasonably concluded that is 60 days following there may be conflict of interest between the Closing Date (such earlier date, indemnifying party and the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights indemnified party in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management conduct of the Acquired Company defense of such action (in which case the indemnifying party shall not have the right to assist (to direct the extent not in contravention defense of such action on behalf of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (iindemnified party) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation the indemnifying party shall not in fact have employed counsel to assume the defense of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into action, in contemplation each of which cases the fees and expenses of such counsel shall be at the expense of the Transactions)indemnifying party. An indemnifying party shall not be liable for any settlement of any action or claim effected without its consent. (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan and, if applicable, the Replacement Facility, on the Closing Date.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves The Lead Arrangers reserve the right, both prior to and and/or after the Initial Closing Date (as defined below), but in no event prior to the date that is the earliest of (i) thirty calendar days after the public announcement of the entering into of a Merger Agreement, (ii) the launch of the primary syndication of the Term Loans or any other Permanent Financing (as defined below) consisting of term loans, (iii) the public announcement by you that more than 50% of the outstanding common stock of the Target was tendered pursuant to the Offer and (iv) 150 calendar days after the Signing Date (or such earlier date as you may reasonably agree) (such earliest date, the “Syndication Start Date”), to secure syndicate all or a portion of the Initial Lenders’ respective commitments for the Senior Credit Facilities from hereunder to a syndicate group of banks, financial institutions and other institutional lenders and investors identified by the Lead Arrangers in coordination and consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld, conditioned or delayed), including, without limitation, any relationship lenders designated by you and reasonably acceptable to the applicable Lead Arrangers (such banks, financial institutions and other investors committing to institutional lenders and investors, together with the Senior Credit Facilities, including We▇▇▇ ▇argo BankInitial Lenders, the "“Lenders") upon ”); provided that, if the terms and subject Syndication Start Date has not occurred on or before March 1, 2020, then the Lead Arrangers shall have the right to the conditions set forth in this Commitment Letter. We▇▇▇ ▇argo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you syndicate a portion of the Acquisition commitments under the Facilities not to exceed 20% of the Facilities in the aggregate (or such greater amount as mutually agreed between you may reasonably agree) from March 1, 2020 to and us. Until including March 31, 2020 (or such later date as you may reasonably agree) to no more than 4 of the earlier of (i) the Closing Date so long as a Successful Syndication Approved Lenders (as defined in the Fee Letter) (the “Initial Syndication”), and any such Approved Lender may become a party to this Commitment Letter pursuant to a customary joinder documentation reasonably acceptable to you and the initial Lead Arrangers and, upon the effectiveness of such joinder documentation, such Approved Lender (and any relevant affiliate) shall constitute a “Commitment Party,” “Lead Arranger” and/or “Joint Bookrunner” hereunder and it or its relevant affiliate providing such commitment shall constitute an “Initial Lender”, “Initial Capital Markets Bridge Lender” and “Initial Cash Flow Bridge Lender”, as applicable, hereunder, and the aggregate commitments of the Initial Lenders with respect to the Facilities shall be reduced dollar-for-dollar and pro rata both among the Initial Lenders and among the Facilities by the amount of the commitment for the Facilities received from such Approved Lender; provided, further, that the information and assistance required of you in connection with the Initial Syndication shall be limited to providing the information and assistance provided to the Initial Lenders in connection with the provision of their commitments hereunder, which included providing due diligence and a bring down due diligence call in each case with respect to the Borrower and its subsidiaries only and the delivery of the Financial Model (as defined in Exhibit C hereto) and not the preparation of any marketing documents, information memoranda, Projections, pro forma financial statements or the holding of any lender meetings or conference calls. Notwithstanding the foregoing, the Lead Arrangers will not syndicate to those banks, financial institutions and other institutional lenders and investors (i) that have been separately identified in writing by you to us prior to the date hereof (and, if after such date and prior to the Initial Closing Date, that are reasonably acceptable to the Lead Arrangers holding a majority of the aggregate amount of outstanding commitments in respect of the Facilities on the Signing Date (the “Majority Lead Arrangers”)), (ii) those persons who are competitors of you, the Target and your and their respective subsidiaries that are separately identified in writing by you to us from time to time (which list of competitors may be supplemented by you after the Initial Closing Date (as defined below)) by means of a written notice to each Administrative Agent but which supplementation shall not become effective until the next business day after the date such supplementation is achieved provided and (iii) in the case of each of clauses (i) and (ii), any of their affiliates (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are affiliates of the persons referenced in clause (ii) above) that are either (a) identified in writing by you from time to time or (b) readily identifiable as such on the basis of such affiliate’s name (clauses (i), (ii) and (iii) above, collectively “Disqualified Lenders”); provided that disqualification of Disqualified Lenders may not apply retroactively to disqualify any persons that have previously acquired an assignment or participation in any Facility). Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto (but subject to Section 2 above and the provisos to the first sentence of this Section 3), (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date that of both the consummation of the Offer (or, if the Acquisition is 60 days following to be consummated pursuant to a One-Step Merger Agreement, the Merger) and the initial funding under any of the Facilities (the date of such consummation and funding, the “Initial Closing Date”) and, if later and if and to the extent applicable, its obligation to fund the Facilities on the Merger Date) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Initial Closing Date (such earlier dateand, if later and if and to the extent applicable, the "Syndication subsequent funding of the Facilities on the Merger Date")) has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, the subsequent funding of the Facilities on the Merger Date) and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date) has occurred. The Lead Arrangers hereby acknowledge that you will assistthe Borrower intends to retain, and will cause your representatives has retained, one or more investment banking institutions reasonably satisfactory to the Lead Arrangers, to market and nonsyndicate Term Loans and/or offer and place the Senior Notes in lieu of all or a portion of the Capital Markets Bridge Facility and such Senior Notes and/or Term Loans are intended to replace and reduce the Initial Capital Markets Bridge Lenders’ commitments with respect to the Capital Markets Bridge Facility on a dollar-legal advisors to assist, for-dollar basis (pro rata among the Initial Capital Markets Bridge Lenders) and (subject to your rights in the Acquisition Agreement) will Lead Arrangers shall use commercially reasonable efforts to cause appropriate members of senior management coordinate their marketing and syndication efforts in respect of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection Capital Markets Bridge Facility with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times marketing and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith to such Term Loans and/or the offering and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation placement of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacitiesNotes. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annexherein, it is understood that the Commitment Initial Lenders’ commitments hereunder is are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement or successful completion of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability or funding of the Revolving Credit IncreaseFacilities on the Initial Closing Date (or, if later and if and to the extent applicable, the Incremental Merger Date) nor reduce the amount of the Commitment Parties’ commitments hereunder with respect to any of the Facilities. The Lead Arrangers may commence syndication efforts promptly after the Syndication Start Date (or, in the case of the Initial Syndication, subject to the terms of and to the extent set forth in the provisos to the first sentence of this Section 3, March 1, 2020) and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Initial Closing Date (subject to the limitations set forth in the second preceding paragraph). Until the date that is 30 days after the Initial Closing Date (or such later date as you may reasonably agree), you agree actively to assist the Lead Arrangers in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, without limitation, the following: (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target’s and its subsidiaries’ existing lending and investment banking relationships, (b) direct contact between appropriate members of senior management, certain relevant representatives and certain relevant advisors of you, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts to arrange, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, such contact between appropriate members of senior management, certain relevant representatives and certain relevant advisors of the Target and its subsidiaries, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and locations to be mutually agreed upon, (c) your assistance (including the use of commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target and its subsidiaries to assist) in the preparation of the Information Materials (as defined below) and other customary offering and marketing materials to be used in connection with the syndication, (d) using your commercially reasonable efforts to procure or reaffirm from time to time (including, if possible, through ratings evaluation or assessment services, as applicable), at your expense, prior to the Syndication Start Date, a public corporate credit rating (but no specific rating) and a public corporate family rating (but no specific rating) in respect of you after giving effect to the Transactions from S&P Global Ratings (“S&P”), ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and Fitch Ratings (“Fitch”), (e) the hosting, with the Lead Arrangers, of no more than two meetings and, to the extent necessary, one or more conference calls, of prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the relevant senior officers of the Target to be available for such meetings), (f) to the extent you are provided by the Target with an opportunity to conduct a due diligence investigation of non-public information relating to the Target and its subsidiaries, (1) using your commercially reasonable efforts to provide us a concurrent opportunity to conduct a due diligence investigation of the Target and its subsidiaries or (2) to the extent such concurrent opportunity is not reasonably practicable, using commercially reasonable efforts to provide to us on a reasonably prompt basis the findings and conclusions of your due diligence investigation, including by using commercially reasonable efforts to provide copies of any due diligence memoranda prepared by you or your advisors (on a customary non-reliance basis) and (g) prior to the Initial Closing Date, ensuring there are no competing issues, offerings, placements, arrangements or syndications of debt securities or syndicated commercial bank or other syndicated credit facilities by or on behalf of you or any of your subsidiaries, and after using your commercially reasonable efforts, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target or any of its subsidiaries, being offered, placed or arranged (other than (A) the Facilities, (B) any permanent or temporary financing to replace the Capital Markets Bridge Facility (including the Senior Notes and/or the Term Loan andLoans), (C) any Excluded Debt (as defined in Exhibit C hereto) and (D) any indebtedness of the Target and its subsidiaries not prohibited from being incurred under the Offer Documents (or, if applicable, the Replacement FacilityMerger Agreement)) without the written consent of the Majority Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed), if such issuance, offering, placement, arrangement or syndication would reasonably be expected to materially and adversely impair the primary syndication of the Facilities, the marketing and syndication of the Term Loans, the offering of the Senior Notes or any other debt financing contemplated to be incurred or issued as a replacement of the Facilities or to refinance any amounts outstanding thereunder (the Term Loans, the Senior Notes and such other debt financing, the “Permanent Financing”) (it is understood that your, the Target’s and your and their subsidiaries’ deferred purchase price obligations, commercial paper issuances, ordinary course working capital facilities and ordinary course capital lease, or purchase money and equipment financings will not be deemed to materially and adversely impair the primary syndication of the Facilities, the marketing, syndication or offering of the Permanent Financing). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings and the compliance with any of the provisions set forth in clauses (a) through (g) above or the second sentence of the immediately following paragraph), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Initial Closing Date (or, if later and if and to the extent applicable, the Merger Date.). The Lead Arrangers, in their capacities as such, will manage, in coordination and consultation with you, all aspects of any syndication of the Facilities, including decisions as to the selection of institutions reasonably acceptable to you (your consent not to be unreasonably withheld, conditioned or delayed, but subject to the limitations set forth in the first paragraph of this Section 3) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights and the other limitations set forth in the first paragraph of this Section 3 and your rights of appointment set forth under Section 2 of this Commitment Letter and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree to promptly (taking into account the expected timing of the Syndication Start Date) prepare and provide (and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the term

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves the rightThe Lead Arranger may syndicate, both prior to and and/or after the Closing Dateexecution of the Credit Documentation, all or a portion of the loans and commitments to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and one or more other investors (such banks, financial institutions and other investors committing lenders reasonably satisfactory to the Senior Sponsor, it being agreed that each of the Existing Lenders is satisfactory to Sponsor, (collectively with GE Capital and any Existing Lender participating in the Credit Facilities, including We▇▇▇ ▇argo BankFacility, the "“Lenders"”) upon pursuant to a syndication managed by the Lead Arranger (the “Syndication Process”) on the terms and subject to the conditions set forth in this Commitment Letter and in the Fee Letter. We▇▇▇ ▇argo Securities may The Lead Arranger will commence syndication efforts at any time following the execution Syndication Process promptly after your acceptance of this Commitment Letter and the public announcement by you Fee Letter. The Lead Arranger will, in consultation with you, control all aspects of the Acquisition as mutually agreed between you Syndication Process, including timing, selection of prospective Lenders, the awarding of any titles, the determination of allocations and usthe amount of fees. Until the earlier You agree that no Lender will be permitted to receive compensation of (i) the Closing Date so long as a Successful Syndication (as defined any kind for its participation in the Credit Facility, except as expressly provided for in this Commitment Letter or the Fee Letter Letter, without the prior written consent of the Lead Arranger. You agree to assist (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members the Target, each of senior management of its and your respective affiliates and all other necessary persons to assist) the Acquired Company to assist (to Lead Arranger with the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will includeSyndication Process including, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities participation in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilitiesmeetings, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary information including a confidential information memorandum or memorandum, presentations and other marketing offering materials to be used in connection with the Senior Credit Facilities Syndication Process (such information, the "“Marketing Documents"Materials”), (v) using commercially reasonable efforts to ensure that the syndication efforts of We▇▇▇ ▇argo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) rule, law or regulation applicable to you or (iii) any obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation confirmation of the Transactions). (b) We▇▇▇ ▇argo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you completeness and subject to your consent), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereof), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities. Without limiting your obligations to assist with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Revolving Credit Increase, the Incremental Term Loan accuracy and, if applicable, “PUBLIC” nature of, and the Replacement Facilitysigning of an authorization letter with respect to, on such materials. Your obligations under this “Syndication” section shall terminate upon the Closing Dateearlier of the completion of the Syndication Process and the date 60 days after the consummation of the Acquisition. Notwithstanding the foregoing, neither the commencement nor the completion of the Syndication Process shall be a condition to our commitments and undertakings hereunder.

Syndication. (a) We▇▇▇ ▇argo Securities intends and reserves Subject to the following paragraphs of this Section 2, the Lead Arrangers reserve the right, both prior to and or after the Closing Datedate of the funding of the First Lien P2P Facility but in any event not prior to the publication of the first Rule 2.7 Announcement, to secure syndicate all or a portion of the commitments for of Nomura, Jefferies and Macquarie Lender (the Senior Credit Facilities from a syndicate “Initial Lenders”) to provide Term Loans in respect of the First Lien P2P Facility (but not the Cash Flow Bridge Facility) to one or more banks, financial institutions or other institutional lenders and other investors reasonably acceptable to you (such banksacceptance not to be unreasonably withheld, financial denied, delayed or conditioned) (such institutions to exclude, in any event, Disqualified Institutions) (the “Lenders”) identified by the Lead Arrangers in consultation with you, including, without limitation, any relationship lenders designated by you and other investors committing reasonably acceptable to the Senior Lead Arrangers, provided that we agree not to syndicate our commitments to Disqualified Lenders (as defined in the First Lien P2P Credit FacilitiesAgreement). Notwithstanding anything to the contrary in this Section 2, including We▇▇▇ ▇argo Bankprior to the expiry of the Certain Funds Period, (a) each Initial Lender shall remain obligated to fund its commitments under the "Lenders"First Lien P2P Facility, subject only to satisfaction of the conditions precedent to utilization of the First Lien P2P Facility set out in Sections 4.01 and 4.02 of the First Lien P2P Credit Agreement, notwithstanding any syndication, assignment or participation of any of its commitments in respect of the First Lien P2P Facility, (b) upon no Initial Lender shall be relieved, released or novated from its obligations hereunder or under the terms and First Lien P2P Credit Agreement (including, subject to the satisfaction of the conditions set forth in the First Lien P2P Credit Agreement, its obligation to fund the First Lien P2P Facility) in connection with any syndication, assignment or participation of the First Lien P2P Facility, (c) no assignment or novation by any Initial Lender shall become effective as between the Borrower and the Initial Lenders with respect to all or any portion of any Initial Lender’s commitments in respect of the First Lien P2P Facility and (d) prior to the Closing Date, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the First Lien P2P Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments (provided, that, nothing herein shall limit the rights of the Credit Parties pursuant hereto or pursuant to the Loan Documents (including, without limitation, their consent rights with respect to any assignment, modification, supplement, waiver or amendment). Furthermore, each Initial Lender undertakes that it will not enter into any agreement, contract or transaction that is designed or intended to directly or indirectly relieve any Initial Lender from any of its commitments, liabilities or obligations set forth in the First Lien P2P Credit Agreement or this Commitment Letterletter prior to the expiry of the Certain Funds Period. We▇▇▇ ▇argo Securities Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments in respect of the First Lien P2P Facility are not conditioned upon the syndication of, or receipt of commitments in respect of, the First Lien P2P Facility and in no event shall the commencement or successful completion of syndication of the First Lien P2P Facility constitute a condition to the availability of the First Lien P2P Facility. Each Lead Arranger confirms that it is aware of the obligations and restrictions imposed by the City Code as they relate to the syndication of indebtedness of UK Bidco and its Affiliates following the publication of the Rule 2.7 Announcement, including without limitation Rule 20.1 of the City Code and Practice Statement No. 25 (Debt Syndication During Offer Periods) published by the Panel (the “Practice Statement”). Notwithstanding anything to the contrary in this Section 2, each Lead Arranger agrees that, prior to the expiry of the Certain Funds Period, it will not commence any syndication, assignment or participation of the First Lien P2P Facility until an appropriate syndication protocol with respect to the distribution of non-public information in respect of the Initial Borrower, UK Bidco, the Target of any of their respective Subsidiaries or Affiliates, including without limitation for the purpose of determination that the requirements set forth in Rule 20.1 of the City Code and paragraph 4 of the Practice Statement have been met (the “Syndication Protocol”) has been agreed between the Initial Borrower, the Lead Arrangers and the financial advisor to UK Bidco in respect of the Scheme or Offer described in the first Rule 2.7 Announcement (the “Financial Advisor”) and, if considered necessary by the Financial Advisor, has been approved by the Panel. Subject to (and without limitation of) the other provisions of this Section 2, the Lead Arrangers may commence syndication efforts at any time following promptly upon the execution of this Commitment Letter Fee Letter, and as part of their syndication efforts, it is their intent to have Lenders commit to the public announcement by you of First Lien P2P Facility prior to the Acquisition as mutually agreed between you and usClosing Date. Until the earlier of (i) the Closing Date so long as a Successful First Lien Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following 30th day after the Closing Date (such earlier date, the "“Syndication Date"”), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in actively assist the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us Lead Arrangers in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to We▇▇▇ ▇argo Securities upon request all information reasonably deemed necessary by We▇▇▇ ▇argo Securities in their evaluation of the Transactions and to complete In connection with the syndication of the Senior Credit FacilitiesFirst Lien P2P Facility, such assistance shall include (iii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with We▇▇▇ ▇argo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, We▇▇▇ ▇argo Securities in the preparation of one or more customary confidential information memorandum or other marketing materials to be used in connection with the Senior Credit Facilities (the "Marketing Documents"), (v) using commercially reasonable efforts to ensure that the syndication efforts benefit from your and the Sponsor’s existing banking relationships and, to the extent practical and appropriate and not in contravention of Wethe City Code or the Practice Statement, the Target’s existing lending and investment banking relationships, (ii) your using commercially reasonable efforts to cause direct contact between your senior management, representatives and advisors on the one hand, and the proposed Lenders on the other hand at mutually agreed upon times (which may be conducted virtually or telephonically) (and, to the extent practical and appropriate and not in contravention of the Practice Statement, your using commercially reasonable efforts to arrange such contact between senior management, representatives and advisors of Target, on the one hand, and the proposed Lenders, on the other hand), (iii) assist in the preparation of customary marketing materials (including customary authorization letters) for transactions of this type for the First Lien P2P Facility to be used in connection with the syndication of the First Lien P2P Facility (including but not limited to a customary lender presentation) (including the use of commercially reasonable efforts to cause the Target to assist to the extent practical and appropriate and not in contravention of the Practice Statement), (iv) host, with the Lead Arrangers and at the request of the Lead Arrangers, one meeting (which may be virtual) or conference call with prospective Lenders (and your using commercially reasonable efforts to cause the senior management, representatives and advisors of the Target to be available for such meetings to the extent practical and appropriate and not in contravention of the Practice Statement), (v) obtain, prior to the launch of syndication, (x) public corporate/family ratings for TIBCO and (y) public ratings for the First Lien P2P Facility from each of ▇▇▇▇▇’▇ ▇argo Securities benefit materially from your existing lending relationships Investors Service, Inc. and Standard & Poor’s Ratings Group (but, for the avoidance of doubt and in each case of (x) and (y), no specific or “minimum” ratings) and (vi) providing as soon as reasonably practicable after the date of this Commitment Letter and ensure that, prior to the commencement later of general the Syndication Date and the Closing Date, there shall be no competing offering, placement or arrangement of any debt securities or syndicated credit facility by TIBCO Holdings, you or any of your or their respective Subsidiaries (other than the Target and its Subsidiaries) other than the First Lien P2P Facility, indebtedness consisting of working capital, purchase money, equipment financing or letter of credit obligations, in each case, incurred in the ordinary course of business or consistent with past practice, and indebtedness approved by the Lead Arrangers (such consent not to be unreasonably withheld, denied, delayed or conditioned) without the prior written consent of the Lead Arrangers if such offering, placement or arrangement would reasonably have been expected to have a materially detrimental effect upon the primary syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements First Lien P2P Facility. For the avoidance of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's financial statements are prepared in accordance with IFRS anddoubt, accordingly, such pro forma financial statements and forecasts of financial statements shall contain adjustments with respect thereto made in good faith and based upon assumptions believed by you to be reasonable at the time). It is understood and agreed that you will not be required to provide any information to the extent that the provision thereof would violate (i) or waive any attorney-client or other privilege, (ii) ruleconstitute attorney work product or violate or contravene any law, law rule or regulation applicable to you regulation, or (iii) any obligation of confidentiality to a third party (not created in contemplation of this Fee Letter) binding on you or your subsidiaries or affiliates (as long as provided that in the event that you do not provide information in reliance on the exclusions in this sentence relating to violation of any obligation of confidentiality, you shall use commercially reasonable efforts to (x) provide notice to the Lead Arrangers promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not, in your reasonable judgement, violate or contravene any law, rule or regulation or such obligation of confidentiality obligation was or waive any such attorney client or other privilege) and (y) provide such information in a manner that would not entered into be so prohibited or restricted or which would not result in contemplation of such waiver or violation). Notwithstanding anything to the Transactions). (b) Wecontrary in this ▇▇▇▇▇▇▇ ▇argo Securities and/or one , ▇▇▇▇ of TIBCO, the Borrower, UK Bidco, the Target nor any of their respective Subsidiaries or more Affiliates shall be required to take any action or provide information to any person or in any manner to the extent that such action or the provision of its affiliates such information to such person or in such manner would be inconsistent with the City Code or would require any such information to be made available to the shareholders of the Target generally (including without limitation pursuant to Rule 20.1 of the City Code). Notwithstanding anything to the contrary contained in this Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including your assistance in the obtaining of the ratings referenced above and compliance with any of the provisions set forth in clauses (i) through (vi) above) shall not constitute a condition to the commitments under the First Lien P2P Credit Agreement or the funding of the First Lien P2P Facility on the Closing Date The Lead Arrangers will exclusively manage manage, with your approval and in compliance with the Syndication Protocol, all aspects of the syndication of the Senior Credit Facilities First Lien P2P Facility, including, without limitation: (in consultation A) selection of Lenders, and excluding Disqualified Institutions (and such selection shall be made only with you and subject to your consentapproval), including decisions as to (B) determination of when the selection and number Lead Arrangers will approach prospective Lenders, the time of potential Lenders to be approachedacceptance of the Lenders’ commitments, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders (subject to the terms hereofand each such determination shall, in each case, be made only with your approval), and We▇▇▇ ▇argo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised (C) assisting you in such capacities. Without limiting your obligations preparing informational materials to assist be used in connection with the syndication efforts as set forth herein and in paragraph 11 of the Conditions Annex, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the commencement of the syndication of the Senior Credit Facilities or First Lien P2P Facility (and such information materials shall be disclosed only with your approval), (D) regularly updating you as to the successful completion progress of syndication efforts and any information reasonably requested by you with respect thereto and (E) facilitating communication between you and prospective Lenders. You agree, at the reasonable request of the Lead Arrangers, to assist in the preparation of a version of the marketing materials to be used in connection with the syndication of the Senior Credit Facilities constitute First Lien P2P Facility, consisting exclusively of information and documentation that is Public Side Communication. You hereby acknowledge that the Lead Arrangers will make available, on a condition confidential basis, the lender presentation and other offering and marketing materials and presentations to be used in connection with the syndication of the First Lien P2P Facility, approved by you (such lender presentation and other offering and marketing material, collectively, the “Information Materials”), to the availability proposed syndicate of Lenders by posting the Information Materials on Intralinks, SyndTrak Online or by similar electronic means; provided that the Lead Arrangers acknowledge and agree that you shall be a third party beneficiary of any confidentiality or use restrictions in any information and documents (including, without limitation, the Information Materials) relating to the First Lien P2P Facility transmitted through SyndTrak, Intralink, the internet, e-mail or similar electronic transmission systems. Before distribution of any Information Materials, you agree to identify that portion of the Revolving Credit IncreaseInformation Materials that may be distributed to public-side lenders and that you will clearly and conspicuously ▇▇▇▇ such materials “PUBLIC” which, at a minimum, shall mean that the Incremental Term Loan and, if applicable, the Replacement Facility, word “PUBLIC” shall appear prominently on the Closing Datefirst page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Lead Arrangers and the proposed Lenders to treat such Information Materials as not containing any Private Side Communication (it being understood that you shall not be under any obligation to ▇▇▇▇ the Information Materials “PUBLIC”). You agree that, subject to the immediately following paragraph, unless expressly identified as “PUBLIC”, each document to be disseminated by the Lead Arrangers to any Lender in connection with the First Lien P2P Facility will be deemed to contain Private Side Communication.