Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 12 of this Letter or, if not defined therein, in the Merger Agreement (as defined below)

The Commitment shall be used solely to fund, together with the other sources of funds described in Section 1

Each of the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in Article VII of the Merger Agreement (including (i) the accuracy of the representations and warranties of the Company set forth in the Merger Agreement (subject to the materiality and "Material Adverse Effect" qualifications specified therein), (ii) the performance by the Company in all material respects of its obligations and covenants under the Merger Agreement required to be performed at or prior to the Closing, (iii) the receipt of all required governmental and regulatory approvals (including antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any applicable foreign investment or competition approvals), and (iv) the absence of any law, order, injunction, or other legal restraint prohibiting or making illegal the consummation of the Merger) shall have been satisfied or waived

The Closing shall be consummated substantially simultaneously with the funding of the Commitment, in accordance with the terms and conditions of the Merger Agreement

SC-2025-0312-AC) from Stonebridge Credit Partners LLC (or, if alternative financing has been obtained by Parent in accordance with the terms of the Merger Agreement, such alternative financing on terms no less favorable to Parent in the aggregate) shall be funded substantially simultaneously with the funding of the Commitment

The subordinated notes from Crestline Mezzanine Partners II LP ($300,000,000) shall be funded substantially simultaneously with the funding of the Commitment, pursuant to and in accordance with the Subordinated Note Purchase Agreement