Extract to table

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Term Sheet attached hereto as Exhibit A or in the Conditions Annex attached hereto as Exhibit B, as applicable

In connection with the foregoing, Holdings, Merger Sub, and the Target anticipate executing an Agreement and Plan of Merger (the "Merger Agreement"), which shall set forth the definitive terms and conditions governing the Acquisition and the Merger

In the event of any conflict between the terms of this Commitment Letter and the Term Sheet, the Term Sheet shall control with respect to the specific commercial terms of the Credit Facility; provided, however, that in the event of any conflict between the terms of this Commitment Letter and the Conditions Annex with respect to the conditions precedent to the initial funding, the Conditions Annex shall control

2 Roles In connection with the Credit Facility, the following roles shall apply: (a) Sole Lead Arranger and Sole Bookrunner: Stonebridge Credit Partners LLC shall act as the sole lead arranger and sole bookrunner for the Credit Facility and shall manage all aspects of the arrangement, structuring, and syndication of the Credit Facility

(b) Administrative Agent: Stonebridge Credit Partners LLC shall serve as the administrative agent (the "Administrative Agent") under the definitive Credit Agreement and related credit documentation

(c) Collateral Agent: Stonebridge Credit Partners LLC (or an affiliate designated by Stonebridge) shall serve as the collateral agent (the "Collateral Agent") under the Guarantee and Collateral Agreement and related security documentation