Exhibit (d)(7)

JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179		BNP PARIBAS BNP PARIBAS SECURITIES CORP. 787 Seventh Avenue New York, New York 10019	DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005	CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013

	MIZUHO BANK, LTD. 1271 Avenue of the Americas New York, New York 10020	HSBC SECURITIES (USA) INC. HSBC BANK USA, N.A. 452 Fifth Avenue New York, NY 10018	THE TORONTO-DOMINION BANK, NEW YORK BRANCH TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, NY 10017

May 17, 2021

Gibraltar Acquisition Holdings LLC

c/o:

Standard Industries Holdings Inc.

9 West 57th Street, 47th Fl.

New York, NY 10019

Attn: John Gianukakis

Project Gibraltar

Amended and Restated Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMCB”), BNP Paribas (“BNP”), BNP Paribas Securities Corp. (“BNPPS”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI”), Citigroup Global Markets Inc. (“CGMI”) on behalf of Citi (as defined below), Mizuho Bank, Ltd. (“Mizuho”), HSBC Securities (USA) Inc. (“HSBC Securities”), HSBC Bank USA, N.A. (“HSBC Bank” and, together with HSBC Securities, “HSBC”), The Toronto-Dominion Bank, New York Branch (“TD Bank”) and TD Securities (USA) LLC (“TD Securities” and, together with TD Bank, “TD” and together with JPMCB, BNP, BNPPS, DBNY, DBCI, Citi, Mizuho, HSBC Securities and HSBC Bank, “we,” “us” or the “Commitment Parties”) that the company referred to as Gibraltar Merger Sub Inc., a company (“Merger Sub”) newly formed and controlled by Standard Industries Holdings Inc. (the “Sponsor”) and directly owned by a newly created parent company Gibraltar Acquisition Holdings LLC (“you” or the “Borrower”), itself directly owned by another newly created parent company Gibraltar Midco Holdings LLC (“Holdings”), intends to consummate the transactions described in the transaction description attached hereto as Exhibit A (the “Transaction Description”). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Transaction Description, the Senior Secured Facilities Summary of Terms and Conditions attached hereto as Exhibit B (the “Senior Secured Facilities Term Sheet”) and the Bridge Facility Summary of Terms and Conditions attached hereto as Exhibit C (the “Bridge Facility Term Sheet” and, together with the Senior Secured Facilities Term Sheet, the “Summary of Terms,” and, together with this amended and restated commitment letter, the Transaction Description and the Conditions Precedent to Closing attached hereto as Exhibit D, collectively, the “Commitment Letter”). For purposes of this Commitment Letter, “Citi” shall mean CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein. This Commitment Letter amends, restates, supersedes and replaces in its entirety as of the date hereof that certain commitment letter (the “Original Commitment Letter”) dated as of April 26, 2021 (the “Original Signing Date”), by and among JPMCB, BNP, BNPPS, Citi, DBNY, DBCI, DBSI (the “Original Commitment Parties”) and you, and such Original Commitment Letter shall be of no further force or effect; provided that, notwithstanding anything to the contrary contained herein, the Original Commitment Parties shall be entitled to the indemnification and cost reimbursement provisions of this Commitment Letter as if they were in effect as of the Original Signing Date.

1. Commitments. In connection with the foregoing, (i) JPMCB is pleased to advise you of its commitment (and hereby commits) to provide 27.78% of the aggregate principal amount of each of the Facilities (as defined below), (ii) BNP is pleased to advise you of its commitment (and hereby commits) to provide 21.33% of the aggregate principal amount of each of the Facilities, (iii) (A) DBNY is pleased to advise you of its commitment (and hereby commits) to provide 16.67% of the Senior Secured Facilities and (B) DBCI is pleased to advise you of its commitment (and hereby commits) to provide 16.67% of the aggregate principal amount of the Bridge Facility, (iv) Citi is pleased to advise you of its commitment (and hereby commits) to provide 12.00% of the aggregate principal amount of each of the Facilities, (v) Mizuho is pleased to advise you of its commitment (and hereby commits) to provide 10.00% of the aggregate principal amount of each of the Facilities, (vi) HSBC Bank is pleased to advise you of its commitment (and hereby commits) to provide 6.11% of the aggregate principal amount of each of the Facilities and (vii) TD is pleased to advise you of its commitment (and hereby commits) to provide 6.11% of the aggregate principal amount of each of the Facilities (each of JPMCB, BNP, DBNY, DBCI, Citi, Mizuho, HSBC Bank and TD in such capacity, an “Initial Lender” and, collectively, the “Initial Lenders”), all upon and subject to the terms set forth in this Commitment Letter and subject only to the conditions set forth in Section 6 hereof and Exhibit D hereto. As used in this Commitment Letter, “Facilities” means the Senior Secured Facilities and the Bridge Facility. JPMCB, BNP, DBNY, DBCI, Citi, Mizuho, HSBC Bank and TD are referred to herein as the “Initial Lenders” and each individually as an “Initial Lender.”

2. Appointment of Roles. You hereby appoint each of JPMCB, BNP, DBSI, Citi, Mizuho, HSBC Securities and TD (acting alone or through or with affiliates selected by it) to act as lead arranger and bookrunner (each in such capacity, a “Lead Arranger” and, collectively, the “Lead Arrangers”) for the Facilities; provided, however, that you agree that JPMCB may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. Our fees for services related to the Facilities are set forth in a separate amended and restated fee letter (the “Fee Letter”) of even date herewith addressed to you. You agree that no other agents, co-agents, arrangers, co-arrangers, lead arrangers, co-lead arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than the compensation expressly contemplated by this Commitment Letter and the Fee Letter) will be paid to any Lender in order to obtain its commitment to participate in the Facilities unless you and we shall so agree.

It is understood and agreed that JPMCB will have “lead left” placement on all marketing materials relating to the Facilities and will perform the duties and exercise the authority customarily performed and exercised by it in such role, including acting as sole manager of the physical books. By your acceptance of this Commitment Letter, you hereby appoint JPMCB as sole administrative agent for each of the Facilities and sole collateral agent for the Senior Secured Facilities (the “Administrative Agent”), and JPMCB as the “left” lead arranger and the bookrunning manager for each of the Facilities, in each case, upon the terms and conditions set forth in this Commitment Letter and the accompanying Fee Letter. It is agreed that each Commitment Party shall be severally liable in respect of its commitments to the Facilities, on a several, and not joint, basis with any other Commitment Party, and no Commitment Party shall be responsible for the commitment of any other Commitment Party.

3. Syndication. The Lead Arrangers intend to commence syndication of the Facilities promptly after your acceptance of the terms of this Commitment Letter and the Fee Letter to one or more financial institutions or other institutional lenders (collectively, the “Lenders”) in consultation with you and subject to your consent, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that the Lead Arrangers will not syndicate to any Disqualified Institution (as defined below)). You agree to use your commercially reasonable efforts to assist the Lead Arrangers in the syndication of each Facility that is reasonably satisfactory to both you and the Lead Arrangers, until the date that is the earlier of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) the date that is 30 days after the Closing Date (as defined in Exhibit A) (such period, the “Syndication Period”). To assist the Lead Arrangers in their syndication efforts, you agree that, during the Syndication Period, you will, and with respect to the Acquired Business (as defined in Exhibit A), subject to the limitations on your rights under the Acquisition Agreement (as defined in Exhibit A) (including any limitations on your right to request information) (a) promptly prepare and provide, and use commercially reasonable efforts to cause the Acquired Business to prepare and provide, all customary financial and other information as we may reasonably request to arrange and syndicate the Facilities with respect to you, the Acquired Business, your and their respective subsidiaries and the Transactions to the extent reasonably available, (b) use commercially reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships and to the extent practical and appropriate, the existing banking relationships of the Acquired Business and your and their subsidiaries, (c) facilitate direct contact between appropriate members of your senior management (and use your commercially reasonable efforts to arrange for direct contact with appropriate members of senior management of the Acquired Business, subject to the limitations on your rights set forth in the Acquisition Agreement), on the one hand, and prospective Lenders, on the other hand, at such times during normal business hours as are mutually agreed and in such manner as to not unreasonably interfere with your normal operations or the normal operation of the Acquired Business, (d) host, with the Lead Arrangers, one “bank meeting” (which may be conducted by conference call or virtually) with prospective Lenders under the Facilities at a reasonable time, date and location to be mutually agreed upon and in a manner so as not to unreasonably interfere with your normal operations or the normal operation of the Acquired Business, (e) use your commercially reasonable efforts to obtain, prior to the launch of general syndication (x) a public corporate credit or public corporate family rating (but not any specific rating), as applicable, of the Borrower and (y) a public rating (but not any specific rating) for the Senior Secured Facilities and the Notes, in each case, from each of Moody’s Investors Service, Inc. and Standard & Poor’s Financial Services LLC, a subsidiary of the McGraw Hill Corporation and (f) assist the Lead Arrangers in the preparation of a customary confidential information memorandum (a “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the syndications. In connection with the foregoing requirements to provide assistance, (i) you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality owing to a third party or could reasonably be expected to cause the loss of any attorney-client privilege, in each case, binding upon or applicable to you, the Acquired Business or your or their respective affiliates or subsidiaries (provided that, no such obligations of confidentiality shall be entered into in contemplation of this sentence, and in the event that you do not provide information in reliance on this clause (i), you shall, to the extent permitted, provide notice to the Lead Arrangers that such information is being withheld, so long as such notice would not result in the loss of attorney client privilege or breach any such confidentiality obligations, and you shall use your commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or law or risk waiver of such privilege ) and (ii) the financial statements identified in Exhibit D to this Commitment Letter are the only financial statements the delivery of which will be a condition precedent to the availability of the Facilities on the Closing Date.

The Lead Arrangers will manage all aspects of the syndication of the Facilities in consultation with you; provided that decisions as to the selection of prospective Lenders, any titles offered to prospective Lenders and when commitments will be accepted will be subject to your consent (not to be unreasonably withheld, delayed or conditioned) (it being understood that you will be entitled to review the allocation of the commitments); provided further that, notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto, none of the Initial Lenders may assign, novate or transfer all or any portion of its commitments hereunder until after the initial funding of the Facilities on the Closing Date and, unless you agree in writing, the Lead Arrangers shall retain exclusive control over all rights and obligations of Lenders with respect to the Facilities, including all Lender rights with respect to consents, modifications, supplements, waivers and amendments, until after the Closing Date. Notwithstanding the foregoing, the Commitment Parties will not syndicate or otherwise assign, novate or transfer any portion of a commitment hereunder or under the Facilities, or participate or novate any portion of a commitment hereunder or under the Facilities, to those persons that are (i) competitors of you or your subsidiaries or the Acquired Business or its subsidiaries, in each case, identified in writing by you to the Lead Arrangers (or, following the Closing Date, the Administrative Agent) from time to time, (ii) such other persons identified in writing by you to the Lead Arrangers on or prior to the Original Signing Date and (iii) in each case of clauses (i) and (ii) above, any of such persons’ affiliates that are (1) clearly identifiable as such solely by name or (2) identified in writing by you from time to time (other than, in the case of clauses (1) and (2), bona fide debt funds that make, purchase, hold or otherwise invest in corporate loans in the ordinary course of business) (it being understood that, notwithstanding anything herein to the contrary, in no event shall a supplement apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest hereunder or under the Facilities that is otherwise permitted hereunder, but upon the effectiveness of such designation, any such party may not acquire any additional commitments, loans or participations) (collectively, (i) through (iii), the “Disqualified Institutions”).

Notwithstanding any other provision hereof, the commencement, completion or success of any syndication and your compliance with any provision of this Section 3 are not conditions to the commitments hereunder or the funding of the Facilities on the Closing Date. The receipt of commitments from Lenders prior to the Closing Date shall not reduce the commitments of any Commitment Party hereunder to fund the full amount of its commitments on the Closing Date.

To facilitate an orderly and successful syndication of the Facilities, you hereby agree that, until the end of the Syndication Period, you will not, and, subject to your rights under the Acquisition Agreement, you agree to use commercially reasonable efforts to ensure that the Acquired Business will not (without the consent of the Lead Arrangers), syndicate, issue or announce any competing credit facilities or debt securities of (x) the Borrower or any of its subsidiaries or (y) the Acquired Business or any of its subsidiaries, as applicable (in each case, other than (i) the Facilities, (ii) the Notes (or any “demand securities” issued in lieu of the Notes or other indebtedness issued in lieu of the Notes that has otherwise been consented to by the Lead Arrangers) and (iii) ordinary course working capital facilities, letter of credit facilities, bank guarantees, local facilities, hedging and cash management arrangements, ordinary course capital leases and financial leases, purchase money debt, equipment financings, deferred purchase price obligations, borrowings under existing facilities and any other debt of the Acquired Business permitted by the Acquisition Agreement to remain outstanding or be incurred or refinanced) that would materially impair the primary syndication of the Facilities or the offering of the Notes. In the event that you or the Acquired Business elects to conduct any tender offer, consent solicitation or other liability management transaction with respect to the Existing Notes (as defined below), you agree to, and to cause the arranger of such liability management transaction to, consult and coordinate with the Lead Arrangers in connection therewith.

4. Information Requirements. You hereby represent and warrant that (but the accuracy of such representations and warranties shall not be a condition to the commitments hereunder or the funding of the Facilities on the Closing Date) (a) all written information (to your knowledge with respect to the Acquired Business prior to the Closing Date) furnished by you or on your behalf (other than financial projections concerning you and the Acquired Business after the Transactions (the “Projections”), forward-looking statements, estimates and general economic or industry specific information), that has been or will be made available to the Commitment Parties by you or any of your representatives on your behalf in connection with the Transactions for use in evaluating the Transactions, when taken as a whole (the “Information,” and together with the Projections, the “Information Materials”), does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were made, not materially misleading (after taking into account all supplements and updates thereto delivered to the Commitment Parties prior to such time and all other publicly available information) and (b) all written Projections, estimates and other forward-looking information that you have made available to any of the Commitment Parties or any of the Lenders have been prepared in good faith based upon assumptions believed by you to be reasonable at the time of the delivery of such Projections, estimates and other forward-looking information. It is understood and agreed that (w) Projections, estimates and other forward-looking information are as to future events and are not to be viewed as facts, (x) the Projections, estimates and other forward-looking information are subject to significant uncertainties and contingencies, many of which are beyond your control, (y) no assurance can be given that any particular Projection or estimate will be realized and (z) actual results during the period or periods covered by any such Projections or estimates may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the Closing Date, and, thereafter, until the completion of the Syndication Period, any of the representations and warranties in the second preceding sentence would be incorrect in any material respect if the Information Materials were being furnished, and such representations and warranties were being made, at such time, then you will use commercially reasonable efforts to promptly supplement, or cause to be supplemented, the Information Materials so that (to your knowledge with respect to the Acquired Business prior to the Closing Date) such representations and warranties will be correct in all material respects at such time and such supplementation shall cure any breach of such representations and warranties (it being understood that such supplementation is not a condition to the commitments hereunder or the funding of the Facilities on the Closing Date). In issuing this commitment and in arranging and syndicating each of the Facilities, the Commitment Parties are and will be using and relying on the Information Materials without independent verification thereof.

You acknowledge that (a) subject to the confidentiality obligations contained herein, the Commitment Parties on your behalf will make available the Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, Syndtrac, Datasite or another similar electronic system, on a confidential basis in accordance with the Lead Arrangers’ standard syndication practices ((i) including hard copy and via electronic transmissions and (ii) it being understood and agreed that all information so disseminated or provided shall continue to be subject to the terms of any written confidentiality agreements heretofore or hereafter executed by the Lead Arrangers and the confidentiality provisions set forth herein) and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Transactions, you and your subsidiaries, the Acquired Business or the subsidiaries of the Acquired Business, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. If requested, you will assist us in preparing an additional version of the Confidential Information Memorandum (the “Public Confidential Information Memorandum”) to be distributed to prospective Public Lenders in connection with the syndication of the Facilities. The Public Confidential Information Memorandum will consist exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to you, the Acquired Business, your respective subsidiaries or any securities of you, the Acquired Business or your respective subsidiaries for purposes of United States federal and state securities laws (“Public Information Materials”). Any information and documentation that is not Public Information Materials is referred to herein as “Private Information Materials.” It is understood that in connection with your assistance described above, (a) customary authorization letters will be included in each Confidential Information Memorandum (including any Public Confidential Information Memorandum) that authorize the distribution of such Confidential Information Memorandum to prospective Lenders and a representation by you to the Lenders that the Public Information Materials do not include MNPI about the Borrower, Acquired Business and their respective subsidiaries, taken as a whole, or their respective securities (b) such Confidential Information Memorandum shall exculpate you and us and each of your and our affiliates and subsidiaries with respect to any liability related to the use or misuse of the content of such Confidential Information Memorandum. You also agree to use commercially reasonable efforts to identify that portion of any Information Materials to be distributed to Public Lenders. For the avoidance of doubt, the Borrower’s logos may not be used in any materials without its prior written consent (not to be unreasonably withheld or delayed).

You agree that the Commitment Parties on your behalf may distribute the following documents to all prospective Public Lenders and Private Lenders (other than Disqualified Institutions), unless, after having been given a reasonable opportunity to review such documents, you advise the Commitment Parties that such material should only be distributed to prospective Private Lenders: (a) administrative materials for prospective Lenders such as lender meeting invitations and funding, allocation and closing memoranda approved by you in advance, (b) notifications of changes to the terms of the Facilities that have been approved by you and (c) the term sheet and drafts and final versions of definitive loan documentation for the Facilities that have been approved by you. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Commitment Parties will not distribute such materials to Public Lenders without further discussions with you.

5. Fees; Indemnities; Limitation of Liability; and Damages Waiver. (a) As consideration for the commitments of the Initial Lenders and for the agreement of the Lead Arrangers to perform the services discussed herein, you agree to pay the fees on the terms and subject to the conditions (including as to timing and amount) specified in the Fee Letter addressed to you dated as of the date hereof. Once paid, such fees will not be refundable under any circumstances except as agreed between you and us. You further agree to reimburse the Commitment Parties on the Closing Date (subject to being invoiced at least three business days prior to the Closing Date) for all reasonable, documented and invoiced out-of-pocket fees and expenses (which, in the case of fees and expenses of counsel, shall be limited to the reasonable, documented and invoiced fees, disbursements and other charges of one outside counsel to the Lead Arrangers, which shall be Cahill Gordon & Reindel LLP, and reasonably necessary local outside counsel to the Lenders retained by the Lead Arrangers (limited to one such outside counsel in each relevant material jurisdiction)) incurred in connection with the Facilities, the syndication thereof, the preparation, negotiation, delivery and enforcement of this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter and the Credit Facility Documentation and the other transactions contemplated hereby; provided that other than reimbursement obligations relating to enforcement by the Commitment Parties of this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter, you shall have no obligation to reimburse such fees and expenses unless and until the Closing Date shall have occurred.

(b) You also agree to indemnify and hold harmless each Commitment Party and each of their respective affiliates and their respective officers, directors, employees, partners, members, agents, controlling persons, advisors and other representatives and their respective successors and assigns (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and out-of-pocket expenses (excluding expenses of the nature described in clause (a) above) that may be incurred by, asserted or awarded against any such Indemnified Party, in each case, arising out of or in connection with or by reason of (including, without limitation, in connection with any actual or threatened claim, acting suit, inquiry, investigation, litigation or proceeding (“Action”) or preparation of a defense in connection therewith) (i) this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter, (ii) any aspect of the Transactions or (iii) the Facilities, or any use made or proposed to be made with the proceeds thereof, and to reimburse each such Indemnified Party within 30 days after receipt of a written request together with reasonably detailed backup documentation for any reasonable legal fees (limited to one counsel for all Indemnified Parties taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnified Parties similarly situated taken as a whole) or other reasonable, documented and invoiced out-of-pocket expenses incurred in connection with investigating, enforcing, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any of the foregoing or in connection with the enforcement of any provision of this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter; provided that the foregoing indemnity will not, as to any Indemnified Party, apply to any such claim, damage, loss, liability or expense (A) to the extent resulting from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Persons (as defined below), (B) to the extent arising from a material breach of the obligations of such Indemnified Party or any of its Related Persons under this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter or the Credit Facility Documentation (in the case of each of preceding clauses (A) and (B), as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (C) to the extent arising from any dispute among Indemnified Parties and their Related Persons that does not involve an act or omission by you, the Acquired Business or any of your or its respective affiliates (other than any such suit brought against an Indemnified Party in the capacity of an Administrative Agent or Lead Arranger or any similar role under any Facility and other than any claims arising out of any act or omission on the part of you or your affiliates). In the case of an Action to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such Action is brought by you, your equity holders or your creditors, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transactions is consummated. You shall not be liable for any settlement of any Action effected without your prior written consent (not to be unreasonably withheld or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction against an Indemnified Party in any such Action, you agree to indemnify and hold harmless each Indemnified Party in the manner set forth above. You shall not, without the prior written consent of the affected Indemnified Party (which consent shall not be unreasonably withheld or delayed (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable)), effect any settlement of any pending or threatened Action against such Indemnified Party in respect of which indemnity has been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Action in form and substance reasonably satisfactory to such Indemnified Party from all liability on claims that are the subject matter of such Action, (ii) does not include any statement as to any admission of fault or culpability of such Indemnified Party and (iii) includes customary confidentiality and non-disparagement obligations. Notwithstanding the foregoing, each Indemnified Party (and its Related Persons) shall be obligated to refund and return promptly any and all amounts paid by you under this paragraph to such Indemnified Party (or its Related Persons) for any such losses, claims, damages, liabilities and expenses to the extent such Indemnified Party (or its Related Persons) is not entitled to payment of such amounts in accordance with the terms hereof.

For purposes hereof, a “Related Person” of an Indemnified Party or Arranger Party (as defined below) means (1) any controlling person or controlled affiliate of such Indemnified Party or Arranger Party, (2) the respective directors, officers, or employees of such Indemnified Party or Arranger Party or any of its controlling persons or controlled affiliates and (3) the respective agents or representatives of such Indemnified Party or Arranger Party or any of its controlling persons or controlled affiliates, in the case of this clause (3), acting on behalf of or at the instructions of such Indemnified Party or Arranger Party, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate, director, officer or employee in this sentence pertains to a controlled affiliate, director, officer or employee involved in the negotiation of this Commitment Letter or the syndication of the Facilities.

(c) Notwithstanding any other provision of this Commitment Letter, (i) no Commitment Party or any of their respective affiliates and their respective officers, directors, employees, partners, agents, controlling persons, members, advisors and other representatives and their respective successors and assigns (each, an “Arranger Party”) or any other party hereto or the Borrower shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Arranger Party, any Related Person, such other party hereto or the Borrower, and (ii) neither (x) any Arranger Party or any of its Related Persons, nor (y) you (or any of your subsidiaries or affiliates) or the Acquired Business (or any of its subsidiaries or affiliates) shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the Facilities, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities; provided that nothing in this clause (ii) shall relieve you of any obligation you may have to reimburse or indemnify an Arranger Party as provided hereinabove against any indirect, special, punitive or consequential damages asserted against such Arranger Party by a third party.

6. Limited Conditionality. The commitments and agreements of the Initial Lenders and the Lead Arrangers hereunder are subject solely to those conditions expressly set forth in Exhibit D; it being understood that there are no other conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter and the Credit Facility Documentation). Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Facility Documentation or any other letter agreement or other undertaking to the contrary, (i) the only representations and warranties the making or accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) such of the representations and warranties made by or on behalf of the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or their) obligations under the Acquisition Agreement or decline to consummate the Acquisition without any liability in accordance with the terms thereof as a result of a breach of such representations and warranties in the Acquisition Agreement (the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Credit Facility Documentation and the Closing Deliverables (as defined in Exhibit D) shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions expressly set forth in Exhibit D hereto are satisfied (it being understood that, to the extent any security interest in the intended Collateral (other than (x) the delivery of certificates evidencing equity interests (other than, in the case of the Acquired Business and its subsidiaries, with respect to any such certificate that has not been made available to you at least two (2) business days prior to the Closing Date, to the extent you have used commercially reasonable efforts to procure delivery thereof, which may instead be delivered within five (5) business days after the Closing Date (or such later date as the Administrative Agent may agree, such consent not to be unreasonably withheld, conditioned or delayed)) or (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot be granted, provided or perfected in accordance with the Senior Secured Facilities Term Sheet on the Closing Date after your use of commercially reasonable efforts to do so or without undue burden or expense, perfection of security interests in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be granted, delivered and/or perfected within 90 days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent)). For purposes of the foregoing, “Specified Representations” means the representations and warranties of the Borrower and each Guarantor set forth in the applicable Credit Facility Documentation relating to their respective organizational existence, organizational power and authority (only as to execution, delivery and performance of the applicable Credit Facility Documentation by the Borrower and Guarantors), the due authorization, execution and delivery of the applicable Credit Facility Documentation by the Borrower and the Guarantors, enforceability of the applicable Credit Facility Documentation against the Borrower and the Guarantors, solvency on a consolidated basis as of the Closing Date substantially consistent with the solvency certificate attached hereto as Annex I to Exhibit D, no conflicts of the applicable Credit Facility Documentation (only as to incurrence of loans, provision of guarantees and grant of security interests) with the Borrower’s or the Guarantors’ respective charter documents, Federal Reserve margin regulations, compliance with the Investment Company Act, the PATRIOT Act, the use of the proceeds of the Facilities not in violation of FCPA or OFAC, and validity and perfection of security interests in the collateral required to be perfected on the Closing Date (subject to permitted liens and the limitations set forth in the immediately preceding sentence). The provisions in this paragraph are referred to as the “Limited Conditionality Provisions.” As used in this Commitment Letter, “Credit Facility Documentation” shall mean the Senior Secured Facilities Documentation (as defined in Exhibit B) and the Bridge Documentation (as defined in Exhibit C).

7. Confidentiality and Other Obligations.

(a) This Commitment Letter, the Original Commitment Letter, the Fee Letter and the Original Fee Letter and the contents hereof and thereof are confidential and may not be disclosed in whole or in part to any person or entity, except (i) to the Investors and to your and their respective officers, directors, agents, employees, attorneys, accountants and advisors on a confidential and “need to know” basis, (ii) if the Commitment Parties consent to such proposed disclosure or (iii) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law, regulation, compulsory legal process or as requested by any governmental authority (in which case (A) you shall limit such disclosure to the extent necessary to comply with such order, regulation, law or request and (B) to the extent permitted by law and except with respect to any audit or routine examination you agree to inform us promptly thereof); provided, however, that it is understood and agreed that you may disclose this Commitment Letter and the Original Commitment Letter and the contents hereof and thereof (but not the Fee Letter or the Original Fee Letter or the contents thereof) on a confidential and “need to know” basis (x) to the Acquired Business and its directors, officers, controlling persons, employees, accountants, attorneys, representatives and other advisors and (y) to the Target and its officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents, representatives and other advisors. In addition, you may disclose (A) the Summary of Terms (including the contents thereof) and the existence of this Commitment Letter and the Original Commitment Letter to rating agencies in connection with the Transactions, (B) this Commitment Letter and the Original Commitment Letter and the contents hereof and thereof in any syndication of the Facilities, in any offering memorandum related to the Notes (or any debt securities issued in lieu of the Notes or the Facilities), or in any public or regulatory filing relating to the Transactions, (C) the aggregate amounts contained in the Fee Letter or the Original Fee Letter and the contents thereof (but without disclosing any specific fees, flex or other economic terms set forth therein) as part of Projections, pro forma information or generic disclosure of aggregate sources and uses related to the Transactions in any syndication of the Facilities, in any offering memorandum related to the Notes (or any debt securities issued in lieu of the Notes or the Facilities) or in any public or regulatory filing relating to the Transactions, as well as to the Acquired Business and their respective officers, directors, employees, attorneys, accountants, agents, representatives and advisors, in each case, in connection with the Transactions, on a confidential and redacted basis in a manner reasonably acceptable to the Commitment Parties, and (D) the Fee Letter and the Original Fee Letter and the contents thereof to the Borrower’s auditors for customary accounting purposes, including accounting for deferred financing costs. The foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter and the Original Commitment Letter (but not in respect of the Fee Letter and the Original Fee Letter and their contents) two years following the termination of this Commitment Letter in accordance with its terms.

Notwithstanding anything herein to the contrary, you (and any employee, representative or other agent of yours) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter, the Original Commitment Letter, the Fee Letter and the Original Fee Letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter and (ii) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter, the Original Commitment Letter, the Fee Letter and the Original Fee Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

(b) Each Commitment Party shall use all non-public and confidential information received by it in connection with the Transactions solely for the purposes of providing the services that are the subject of this Commitment Letter or the Original Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (i) pursuant to the order of any court or administrative agency or otherwise as required by applicable law or regulation or as requested by a governmental or regulatory authority having or asserting jurisdiction over such Commitment Party or any of its affiliates (in which case such Commitment Party, (A) shall limit such disclosure only to the extent necessary to comply with such order, regulation, law or request and (B) to the extent permitted by law and except with respect to any general audit or general examination conducted by bank accountants or any governmental bank authority and not specifically related to the transactions contemplated hereby or the parties hereto, agrees to inform you promptly thereof), (ii) to the extent that such information becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or other Representatives (as defined below) in violation of this paragraph, (iii) to the extent that such information is received by such Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you, the Acquired Business, (iv) to the extent that such information is independently developed by such Commitment Party without the use of any confidential information as evidenced by our written records, (v) to such Commitment Party’s affiliates and its and their respective officers, directors, employees, legal counsel, independent auditors and other experts or agents (collectively, the “Representatives”) who need to know such information in connection with the Transactions, are informed of the confidential nature of such information and are bound to maintain the confidentiality of such information (provided such Commitment Party shall be responsible for its affiliates’ and Representatives’ compliance with this paragraph and provided, further, that no such disclosure shall be made by the Commitment Parties, their respective affiliates or any of their respective Representatives to any affiliates that are Disqualified Institutions (other than senior employees who are required, in accordance with industry regulation or the Commitment Party’s generally applicable internal policies and procedures to act in a supervisory capacity and the Commitment Party’s internal legal, compliance, risk management, credit or investment committee members)), (vi) to prospective Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its subsidiaries or any of their respective obligations, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (in each case, other than a Disqualified Institution); provided that the terms set forth in the “flex” and securities demand sections of the Fee Letter may not be disclosed pursuant to this clause (vi), (vii) for the purpose of establishing a “due diligence” defense, (viii) to the extent such information was already in the possession of any Commitment Party (except to the extent received in a manner restricted by this paragraph), (ix) [reserved], or (x) subject to your prior approval of the information to be disclosed, information supplied on a customary basis to rating agencies in connection with updating or obtaining a rating in connection with the Transactions. The Commitment Parties’ obligations under this clause (b) shall automatically terminate and be superseded by the confidentiality provisions to the extent covered in the Credit Facility Documentation relating to each of the Facilities upon the execution and delivery of the Credit Facility Documentation and in any event shall terminate two years from the Original Signing Date. For the avoidance of doubt, in no event shall any disclosure of such information referred to above be made to any Disqualified Institution.

(c) In the ordinary course of business, the Commitment Parties may provide investment banking and other financial services to, and/or acquire, hold or sell for their accounts or the accounts of others, equity, debt and other securities and financial instruments and long or short positions in various securities, loans or other financial products (including derivatives and/or loans, bonds and other obligations) of you, the Acquired Business or any of your or their respective affiliates or by others with whom you, the Acquired Business or any of your or their respective affiliates may have commercial, competitive or other relationships. None of the Commitment Parties and their respective affiliates will use information obtained from you, the Acquired Business by virtue of the Transactions or any of their other respective relationships with you, the Acquired Business in connection with the performance by them and their respective affiliates of services for other persons or entities, and none of the Commitment Parties or their respective affiliates will furnish any such information to other persons or entities. The Commitment Parties advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. You acknowledge that we may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise.

(d) You acknowledge and agree that (i) the arranging and other services described herein regarding the Facilities are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (iv) each of the Commitment Parties has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity, (v) none of the Commitment Parties has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or as otherwise expressly agreed in writing by the relevant parties, and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby agree not to assert any claims against the Commitment Parties with respect to any alleged breach of fiduciary duty (as distinct from contractual duties hereunder) in connection with any aspect of the financing contemplated by this Commitment Letter.

(e) The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”) and the requirements of the beneficial ownership certification required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each of them is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address and other information regarding the Borrower and each Guarantor that will allow the Commitment Parties to identify the Borrower and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective as to the Commitment Parties and each Lender.

(f) As you know, each of JPMCB (or one of its affiliates) and Citi (or one of its affiliates) has been retained by Holdings (or one of its affiliates) as financial advisors (in such capacity, the “Financial Advisors”) in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisors, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of JPMCB and Citi as the Financial Advisors and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of JPMCB or its affiliates or on the part of Citi or its affiliates.

8. Survival of Obligations. The provisions of Sections 3 (until the expiration of the Syndication Period), 4, 5, 7(a), 7(b), 7(d) and 9 (with respect to jurisdiction, governing law and waiver of jury trial only) and this Section 8 shall remain in full force and effect regardless of whether any Credit Facility Documentation is executed or delivered and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Commitment Parties hereunder, except that the provisions of Sections 3 and 4 shall not survive if the commitments and undertakings of the Commitment Parties are terminated in full prior to the effectiveness of the Facilities; provided that your obligations under this Commitment Letter, other than those pursuant to Sections 3, 7(a) and this Section 8, shall automatically terminate and be superseded by the Credit Facility Documentation upon the initial funding under the Facilities, and you shall be released from all liability in connection therewith at such time (it being understood that your obligations under this Commitment Letter relating to confidentiality of the Fee Letter and the contents thereof and the syndication of the Term Loan Facility until the expiration of the Syndication Period shall survive the execution and delivery of the Credit Facility Documentation). You may terminate this Commitment Letter and/or the Initial Lenders’ or any other Commitment Party’s commitments with respect to the Facilities (or a portion thereof) hereunder at any time subject to the provisions of the immediately preceding sentence, it being understood that if any commitments are terminated in part, remaining portions of such commitments shall remain in full force and effect.

9. Miscellaneous. This Commitment Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Commitment Letter shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter or the Fee Letter.

This Commitment Letter, the Fee Letter and the Fee Credit Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided, however, that notwithstanding the foregoing to the contrary, it is understood and agreed that (x) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you (or your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or their) obligations under the Acquisition Agreement or decline to consummate the Acquisition without liability, (y) the interpretation of the term “Material Adverse Effect” (as defined in the Acquisition Agreement) and the determination as to whether a “Material Adverse Effect” (as defined in the Acquisition Agreement) has occurred and (z) the determination as to whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, shall, in each case, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding, claim or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Fee Credit Letter, the Transactions and the other transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Fee Letter, the Fee Credit Letter, the Transactions and the other transactions contemplated hereby and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined only in any such court. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, and any claim or defense that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

This Commitment Letter, together with the Fee Letter and the Fee Credit Letter, embodies the entire agreement and understanding among the parties hereto and your affiliates with respect to the Facilities and supersedes all prior agreements and understandings relating to the subject matter hereof, subject to the proviso at the end of the first paragraph of this Commitment Letter. No party has been authorized by the Commitment Parties to make any oral or written statements that are inconsistent with this Commitment Letter. Neither this Commitment Letter (including the attachments hereto) nor the Fee Letter or Fee Credit Letter may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto.

This Commitment Letter may not be assigned by any party without the prior written consent of each other party (and any purported assignment without such consent shall be null and void) except that you may assign any of your rights and delegate any of your obligations hereunder to any wholly owned domestic subsidiary or pursuant to any other assignment that occurs as a matter of law pursuant to the merger with the Acquired Business in each case at the closing of the Acquisition in accordance with the Acquisition Agreement. This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and any Indemnified Parties). Notwithstanding the foregoing, each Commitment Party may assign its commitment hereunder, in whole or in part, to any of its affiliates (other than any Disqualified Institution); provided that such Commitment Party shall not be released from the portion of its commitment hereunder so assigned to the extent such assignee fails to fund the portion of the commitment assigned to it on the Closing Date notwithstanding the satisfaction of the conditions to such funding set forth herein. Any and all obligations of, and services to be provided by each of us hereunder (including, without limitation, our several commitments as Initial Lenders) may be performed and any and all of our rights hereunder may be exercised by or through any of our respective affiliates or branches and, in connection with such performance or exercise, we may, subject to Section 7, exchange with such affiliate or branches information concerning you and your affiliates that may be the subject of the transactions contemplated hereby and, to the extent so employed, such affiliates and braches shall be entitled to the benefits afforded to us hereunder and be subject to the obligations undertaken by us hereunder.

This Commitment Letter and the Fee Letter shall become effective upon execution and delivery by all parties hereto and thereto, respectively. All accepted commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of (a) three business days after the End Date (as defined in the Acquisition Agreement as of the Original Signing Date, as such date may be extended in accordance with the terms thereof) in the event that the initial borrowing in respect of the Facilities has not occurred on or before such time, unless each of the Commitment Parties shall, in their discretion, agree to any extension, (b) the closing of the Acquisition with or without the use of the Facilities, and (c) the valid termination of the Acquisition Agreement in accordance with its terms prior to the consummation of the Acquisition; provided that, the termination of any commitment pursuant to this sentence does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter.

Each of the parties hereto agrees that this Commitment Letter, the Fee Letter and the Fee Credit Letter are binding and enforceable agreements with respect to the subject matter contained herein and therein, including an agreement to negotiate in good faith the Facilities by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder by the Commitment Parties are subject only to the conditions precedent expressly set forth in Exhibit D; provided that nothing contained in this Commitment Letter or the Fee Letter obligates you or any of your affiliates to consummate the Transactions or draw upon any part of the Facilities.

[signature pages follow]

Very truly yours, The provisions of this Commitment Letter are agreed to and accepted as of the date first above written:

	JPMORGAN CHASE BANK, N.A.


	By:	/s/ Christopher A. Salek
		Name: Christopher A. Salek
		Title: Executive Director