37.50% of the aggregate principal amount of the Capital Markets Bridge Facility (and hereby agrees to provide the same percentage of any increased amounts to fund any original issue discount or
upfront fees required to be funded in connection with the exercise of the Market Flex Provision of the Fee Letter), (ii) Mizuho is pleased to advise you of its several, but not joint, commitment to provide 37.50% of the aggregate
principal amount of the Capital Markets Bridge Facility (and hereby agrees to provide the same percentage of any increased amounts to fund any original issue discount or upfront fees required to be funded in connection with the exercise of the
Market Flex Provision of the Fee Letter and (iii) Bank of America is pleased to advise you of its several, but not joint, commitment to provide 25% of the aggregate principal amount of the Capital Markets Bridge Facility and hereby
agrees to provide the same percentage of any increased amounts to fund any original issue discount or upfront fees required to be funded in connection with the exercise of the Market Flex Provision of the Fee Letter (as defined below))
and (b)(i) Citi is pleased to advise you of CGMIs several, but not joint, commitment on behalf of Citi to provide 37.50% of the aggregate principal amount of the Cash Flow Bridge Facility, (ii) Mizuho is pleased to advise you of its
several, but not joint, commitment to provide 37.50% of the aggregate principal amount of the Cash Flow Bridge Facility and (iii) Bank of America is pleased to advise you of its several, but not joint, commitment to provide 25% of the aggregate
principal amount of the Cash Flow Bridge Facility, in each case (described in clauses (a) and (b)), subject only to the applicable Funding Conditions (as defined below).
In addition, on or prior to the date that is three business days prior to the Initial Closing Date (as defined below), you shall have the
option, exercisable in your sole discretion by delivering to each other party hereto written notice thereof, to reallocate (any such reallocations, collectively, the Reallocation) all or any portion of the commitments of
the Initial Cash Flow Bridge Lenders under the Cash Flow Bridge Facility on a pro rata basis to become commitments of the Initial Capital Markets Bridge Lenders (as defined below) under the Capital Markets Bridge Facility. It is agreed that, in the
event of a Reallocation and without duplication of the foregoing, each Commitment Party is pleased to advise you of its several, but not joint, commitment to provide its pro rata amount of the aggregate principal amount of the Capital Markets Bridge
Facility so reallocated from the Cash Flow Bridge Facility, in each case, subject only to the applicable Funding Conditions.
Citi, Mizuho
and Bank of America, together with any Additional Commitment Party added as an initial lender pursuant to Section 2 hereof, are referred to herein as the Initial Lenders and, each individually as an Initial
Lender, with the entities named in clause (a) above being herein called the Initial Capital Markets Bridge Lenders and the entities named in clause (b) above being herein called the
Initial Cash Flow Bridge Lenders.
2. Titles and Roles.
It is agreed that (i) each of Citi, Mizuho and BofA Securities will act as a joint active lead arranger for each of the Facilities
(together with any other lead arranger, if any, appointed pursuant to the following paragraph, each in such capacity, a Lead Arranger and, collectively, the Lead Arrangers) and (ii) each of
Citi, Mizuho and BofA Securities will act as a joint active bookrunner for each of the Facilities (together with any other bookrunner, if any, appointed pursuant to the following paragraph, each in such capacity, a Joint
Bookrunner and, collectively, the Joint Bookrunners).
Prior to the public announcement of the
entering into of a Merger Agreement (or, if earlier, the entering into of the applicable Facilities Documentation), you will select one or more of the initial Lead Arrangers (or relevant affiliate) that are party to this Commitment Letter on the
date
2