Commitment Letter by and among Diplomat Pharmacy, Inc., JPMorgan Chase Bank, N.A., and Capital One, National Association dated November 15, 2017

Exhibit 10.1

Execution Version

CONFIDENTIAL
November 15, 2017

Diplomat Pharmacy, Inc.

4100 S. Saginaw St.

Flint, Michigan 48507

Attention:  Mr. Atul Kavthekar, Chief Financial Officer

Project Duke
$795,000,000 Senior Secured Credit Facilities

Commitment Letter

Ladies and Gentlemen:

You have advised each of JPMorgan Chase Bank, N.A. (“JPMorgan”) and Capital One, National Association (“Capital One and, together with JPMorgan, the “Commitment Parties”, “we” or “us”) that you intend to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meanings assigned to them in the Term Sheet (as defined below)).

In connection with the Transactions, JPMorgan and Capital One each are pleased to advise you of their commitment, on a several and not joint basis, to provide 65% and 35%, respectively, of the principal amount of the Facilities, upon the terms and subject to the conditions set forth in this commitment letter (this “Commitment Letter”) and in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet” and, together with the Summary of Additional Conditions Precedent attached hereto as Exhibit B (the “Conditions Exhibit”), the “Term Sheet”).

You hereby appoint each of JPMorgan and Capital One to act, and JPMorgan and Capital One hereby agree to act, as joint lead arrangers and joint bookrunners for the Facilities, upon the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheet.  You also hereby appoint (i) JPMorgan to act, and JPMorgan hereby agrees to act, as sole and exclusive administrative agent and collateral agent for the Facilities, in each case upon the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheet. JPMorgan, in such capacity, will perform the duties and exercise the authority customarily performed and exercised by it in such roles; provided that you agree that JPMorgan may perform its responsibilities hereunder as a joint lead arranger and joint bookrunner through its affiliate, J.P. Morgan Securities LLC and (ii) Capital One to act, and Capital One hereby agrees to act, as sole and exclusive syndication agent for the Facilities, upon the terms and subject to the conditions set forth in this Commitment Letter and in the

Term Sheet. JPMorgan and Capital One, each in such capacity, will perform the duties and exercise the authority customarily performed and exercised by it in such roles. It is understood and agreed that (a) no additional agents, co-agents, arrangers, co-arrangers, managers, co-managers, bookrunners or co-bookrunners will be appointed and no other titles will be awarded in connection with the Facilities and (b) no compensation (other than as expressly contemplated by the Term Sheet or the Fee Letters referred to below) will be paid in connection with the Facilities, in each case unless you and we so agree in writing.  It is further agreed that JPMorgan will have “left” placement on and will appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Facilities (with Capital One immediately to the “right” of JPMorgan), and JPMorgan will perform the roles and responsibilities conventionally understood to be associated with such “left” placement.

The Commitment Parties reserve the right, prior to or after the execution of definitive documentation for the Facilities (the “Facilities Documentation”), to, after consultation with you, syndicate all or a portion of its commitments hereunder to one or more financial institutions reasonably satisfactory to you that will become parties to such definitive documentation pursuant to syndications to be managed by the Commitment Parties (the financial institutions becoming parties to such definitive documentation being collectively referred to herein as the “Lenders”); provided, however, that notwithstanding the Commitment Parties’ right to syndicate the Facilities and receive commitments with respect thereto, other than with respect to the commitments of any additional agent, co-agent or joint bookrunner appointed in accordance with the immediately preceding paragraph, unless otherwise agreed in writing by you, (a) the Commitment Parties shall not be relieved, released or novated from their obligations hereunder (including their respective obligations to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities, including their commitment in respect thereof, until after the initial funding under the Facilities on the Closing Date has occurred, (b) no assignment or novation shall become effective with respect to all or any portion of the Commitment Parties’ commitments in respect of the Facilities until after the initial funding under the Facilities on the Closing Date has occurred and (c) the Commitment Parties 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 after the initial funding under the Facilities on the Closing Date has occurred.  You understand that each of the Facilities may be separately syndicated.  The Commitment Parties may decide to commence syndication efforts promptly, and you agree, until the earlier of (x) the date upon which a Successful Syndication (as defined in the Arranger Fee Letter) of the Facilities is achieved and (y) the date that is 60 days after the Closing Date (such earlier date, the “Syndication Date”), to assist (and, to the extent provided in the Purchase Agreement, to use your commercially reasonable efforts to cause the Target to actively assist) the Commitment Parties in completing satisfactory syndications.  Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships, (b) direct contact during the syndications between your senior management, representatives and advisors and the proposed Lenders (and, to the extent provided in the Purchase Agreement, using your commercially reasonable efforts to ensure such contact between senior management of the Target and the proposed Lenders), (c) your assistance (and, to the extent provided in the Purchase Agreement, using commercially

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reasonable efforts to cause the Target to assist) in the preparation of a Confidential Information Memorandum for the Facilities and other marketing materials to be used in connection with the syndications (collectively, the “Information Materials”), (d) the hosting, with the Commitment Parties, of one or more meetings with prospective Lenders at times and locations to be mutually agreed upon, (and, to the extent provided in the Purchase Agreement, using your commercially reasonable efforts to cause the officers of the Target to be available for such meetings) and (e) prior to the Syndication Date, there being no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities of you or your subsidiaries being issued, offered, placed or arranged (other than the Facilities) without the consent of JPMorgan if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndications of the Facilities.  Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, none of the compliance with the foregoing provisions of this paragraph or any syndications of the Facilities shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

It is understood and agreed that the Commitment Parties will, after consultation with and in a manner reasonably acceptable to you, manage all aspects of the syndications, including but not limited to selection of Lenders, the determination of when the Commitment Parties will approach potential Lenders and the time of acceptance of the Lenders’ commitments and the final allocations of the commitments among the Lenders; provided that the selection of Lenders and the final allocations of the commitments among the Lenders shall be subject to your consent (not to be unreasonably withheld).  In acting as the joint lead arrangers and joint bookrunners, the Commitment Parties will have no responsibility other than to arrange the syndications as set forth herein and shall in no event be subject to any fiduciary or other implied duties.  To assist the Commitment Parties in their syndication efforts, you agree to promptly prepare and provide to the Commitment Parties (and, to the extent provided in the Purchase Agreement, use commercially reasonable efforts to cause the Target to prepare and provide) all information with respect to you, the Target and your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including financial information and projections (the “Projections”) as the Commitment Parties may reasonably request in connection with the structuring, arrangement and syndications of the Facilities. At the request of the Commitment Parties, you agree to assist the Commitment Parties in preparing an additional version of the Information Materials (the “Public Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of the United States Federal or State securities laws) with respect to you, the Target, your and its respective affiliates and any of your or its respective securities (such material non-public information, “MNPI”) and who may be engaged in investment and other market-related activities with respect to your, the Target’s or your and its respective affiliates’ securities or loans.  Before distribution of any Information Materials, (a) you agree to execute and deliver to the Commitment Parties (i) a customary letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate customary letter in which you authorize distribution of the Public Side Version to Public-Siders and represent that no MNPI is contained therein and (b) you agree to identify that portion of the Information Materials that

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may be distributed to Public-Siders as not containing MNPI, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (and you agree that, by marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the prospective Lenders to treat such Information Materials as not containing MNPI (it being understood that you shall not be under any obligation to mark the Information Materials as “PUBLIC”)).  You acknowledge that the Commitment Parties will make available the Information Materials on a confidential basis to the proposed syndicate of Lenders by posting such information on Intralinks, Debt X or SyndTrak Online or by similar electronic means.  You agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless you advise the Commitment Parties within a reasonable time after receipt of such materials for review that such materials should only be distributed to Private-Siders: (1) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (2) the Term Sheet and notification of changes in the Facilities’ terms and conditions and (3) drafts and final versions of the Facilities Documentation.  If you so advise the Commitment Parties that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you. You acknowledge that the Commitment Parties’ public-side employees and representatives who are publishing debt analysts may participate in any meetings held pursuant to clause (d) of the second preceding paragraph; provided that such analysts shall not publish any information obtained from such meetings (i) until the syndication of the Facilities has been completed upon the making of allocations by JPMorgan and JPMorgan freeing the Facilities to trade or (ii) in violation of any confidentiality agreement between you and any other party hereto.

You hereby represent and warrant that (but the accuracy of such representation and warranty shall not be a condition to the commitment hereunder or the funding of the Facilities on the Closing Date) (with respect to any information or data relating to the Target, the following representations and warranties shall be made solely to your knowledge) (a) all written information and written data (other than the Projections and other forward-looking information and other than information of a general economic or industry specific nature) (such information and data, the “Information”) that has been or will be made available to the Commitment Parties or their representatives by or on behalf of you or your representatives, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or 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 not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates provided thereto from time to time) and (b) the Projections that have been or will be made available to the Commitment Parties or their representatives by or on behalf of you or your representatives have been and will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made (it being understood that (i) the Projections are as to future events and are not to be viewed as facts, (ii) the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, (iii) no assurance can be given that any particular Projections will be realized and (iv) actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material).  You agree that if at any time from and including the date hereof until the later of the Closing

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Date and the Syndication Date you become aware that the representation and warranty in the immediately preceding sentence would not be satisfied if the Information and Projections were being furnished, and such representations were being made, at such time, then you will (or with respect to Information and Projections relating to the Target, use commercially reasonable efforts to) promptly supplement the Information and the Projections so that such representation and warranty would be correct (prior to the Closing Date, to your knowledge with respect to Information and Projections relating to the Target) under those circumstances.  In arranging the Facilities, including the syndications of the Facilities, the Commitment Parties (A) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (B) do not assume responsibility for the accuracy or completeness of the Information or the Projections.

As consideration for the Commitment Parties’ commitments hereunder and agreement to structure, arrange and syndicate the Facilities, you agree to pay the fees as set forth in the Term Sheet, the Arranger Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Arranger Fee Letter”) and the Administrative Agent Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Agent Fee Letter” and, together with the Arranger Fee Letter, the “Fee Letters”).  Once paid, except as expressly provided in the Fee Letters, such fees shall not be refundable under any circumstances.

The Commitment Parties’ commitments hereunder to fund the Facilities on the Closing Date and the agreement of the Commitment Parties to perform the services described herein are subject solely to the express conditions set forth under the headings “Conditions Precedent to Initial Borrowing” and “Conditions Precedent to All Borrowings” in the Senior Facilities Term Sheet and the conditions set forth in the Conditions Exhibit, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the Facilities shall occur.

Notwithstanding anything in this Commitment Letter, the Term Sheet, the Fee Letters, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (i) such of the representations and warranties made by the Seller, the Target or their affiliates with respect to the Target in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have (or an affiliate of yours has) the right to terminate your (or its) obligations under the Purchase Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Purchase Agreement (the “Specified Purchase Agreement Representations”) and (ii) the Specified Representations (as defined below) made by you in the Facilities Documentation and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Facilities on the Closing Date if the conditions described in the immediately preceding paragraph are satisfied or waived by the Commitment Parties (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interests (i) in the equity interests in any of your material domestic subsidiaries (to the extent constituting Collateral under the Senior Facilities Term Sheet) and (ii) in other assets located

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in the United States with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but instead shall be required to be provided or delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably).  For purposes hereof, “Specified Representations” means the representations and warranties of you relating to the Borrower and the Guarantors set forth in the Facilities Documentation relating to organization and powers (as to execution, delivery and performance of the Facilities Documentation); authorization, due execution and delivery and enforceability; no conflicts between the Facilities Documentation and organizational documents immediately after giving effect to the Transactions; sanctions and anti-corruption; solvency on a consolidated basis as of the Closing Date (after giving effect to the Transactions) of you and your subsidiaries on a consolidated basis; the Investment Company Act of 1940; Federal Reserve margin regulations; and subject to the parenthetical statement in the immediately preceding sentence, creation, perfection and priority (subject to permitted liens) of security interests in the Collateral.  This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

By executing this Commitment Letter, you agree (a) to indemnify and hold harmless each Commitment Party, their respective affiliates and each of their respective Related Parties (as defined below) (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Term Sheet, the Fee Letters, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such indemnified person is a party thereto or whether a Proceeding is initiated by or on behalf of a third party or you or any of your affiliates, and to reimburse each such indemnified person upon demand for any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all such indemnified persons, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such indemnified persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the indemnified person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected indemnified person) and other reasonable and documented out-of-pocket fees and expenses, in each case incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they (i) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such indemnified person, (ii) result from a claim brought by you or any of your subsidiaries against such indemnified person for material breach of such indemnified person’s obligations hereunder, the Fee Letters or the Facilities Documentation if you or such

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subsidiary has obtained a final and non-appealable judgment in your or its favor on such claim as determined by a court of competent jurisdiction or (iii) result from a proceeding that does not involve an act or omission by you or any of your affiliates and that is brought by an indemnified person against any other indemnified person (other than claims against any arranger, bookrunner or agent in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the Facilities), and (b) to reimburse each Commitment Party upon presentation of a summary statement for all reasonable and documented out-of-pocket expenses (including but not limited to the expenses of each Commitment Party’s due diligence investigation, consultants’ fees and expenses, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel (such charges and disbursements limited to one firm of counsel to JPMorgan and one firm of counsel to Capital One (with such fees of Capital One’s counsel not required to be reimbursed to the extent in excess of $20,000), and, if necessary, one firm of local counsel in each appropriate jurisdiction)) incurred in connection with the Facilities and the preparation of this Commitment Letter, the Term Sheet, the Fee Letters, the Facilities Documentation and any security arrangements in connection therewith; provided that you shall not be required to reimburse any of the foregoing expenses in clause (b) in excess of $250,000 (plus, if applicable, such fees of Capital One’s counsel to the extent not in excess of $20,000) in the event the Closing Date does not occur.  Notwithstanding any other provision of this Commitment Letter, (1) no indemnified person shall be liable for any damages directly or indirectly arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (except to the extent that any such damages have resulted from the willful misconduct or gross negligence of such indemnified person (as determined by a court of competent jurisdiction in a final non-appealable judgment)) and (2) none of the indemnified persons, you or the Target or your or its respective subsidiaries or affiliates shall be liable for any special, indirect, consequential or punitive damages in connection with the Facilities or the Transactions; provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent set forth in this paragraph. You shall not be liable for any settlement, compromise or consent to the entry of any judgment in any Proceeding effected without your prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final judgment in any such Proceeding, you agree to indemnify and hold harmless each indemnified person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with, and to the extent required by, this paragraph.  Notwithstanding the foregoing, each indemnified person shall be obligated to refund and return promptly any and all amounts paid by you or any of your affiliates under this paragraph to such indemnified persons for any loss, claim, expense, damage or liability with respect to which such indemnified person was not entitled to payment in accordance with the terms hereof (as determined by a court of competent jurisdiction in a final non-appealable judgment). You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such indemnified person unless such settlement (i) includes an unconditional release of such indemnified person, in form and substance reasonably satisfactory to such indemnified person, from all liability on claims that are the subject matter

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of such Proceeding, (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such indemnified person and (iii) contains customary confidentiality and non-disparagement provisions. For purposes hereof, “Related Parties” means, with respect to any person, the directors, officers, employees, agents, advisors, representatives and controlling persons of such person.

You acknowledge that the Commitment Parties and their respective affiliates may be providing debt financing, equity capital or other services (including but not limited to financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither the Commitment Parties or any of their respective affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you in connection with the performance by the Commitment Parties or any of their respective affiliates of services for other companies, and none of the Commitment Parties or any of their respective affiliates will furnish any such information to other companies.  You also acknowledge that neither the Commitment Parties or any of their respective affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or your or their respective subsidiaries or representatives, confidential information obtained by the Commitment Parties or any of their respective affiliates from any other company or person.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you, on the one hand, and the Commitment Parties, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter and the Term Sheet, irrespective of whether the Commitment Parties have advised or are advising you on other matters, (b) each Commitment Party, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and the Term Sheet, (d) you have been advised that each Commitment Party is engaged in a broad range of transactions that may involve interests that differ from your interests and that the Commitment Parties do not have an obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, (e) the Commitment Parties are not advising you as to any legal, regulatory, tax, accounting or investment matters in any jurisdiction (including, without limitation, with respect to any consents needed in connection with the transactions contemplated hereby) and that you shall consult your own advisors with respect to such matters to the extent you deem appropriate in connection with the transactions contemplated hereby and (f) you agree not to assert, to the fullest extent permitted by law, any claims against the Commitment Parties for alleged breach of fiduciary duty in connection with the Transactions.

You further acknowledge that each Commitment Party is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services.  In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and

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other securities and financial instruments (including bank loans) and other obligations of, you, the Target and other companies with which you or the Target may have commercial or other relationships.  With respect to any securities and/or financial instruments so held by the Commitment Parties or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto, and such party’s obligations hereunder may not be delegated, without the prior written consent of the Commitment Parties (in the case of any such assignment or delegation by the Borrower) or the Borrower (in the case of any such assignment or delegation by the Commitment Parties), and any attempted assignment without such consent shall be null and void.  This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each Commitment Party and you.  This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Commitment Letter.  This Commitment Letter, the Term Sheet and the Fee Letters are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.  This Commitment Letter, the Term Sheet and the Fee Letters supersede all prior understandings, whether written or oral, between us with respect to the Facilities.  This Commitment Letter is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons.  THIS COMMITMENT LETTER AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED THAT, (A) THE INTERPRETATION OF THE DEFINITION OF A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN EXHIBIT B) AND THE DETERMINATION AS TO WHETHER THERE SHALL HAVE OCCURRED A COMPANY MATERIAL ADVERSE EFFECT, (B) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED AS CONTEMPLATED BY THE PURCHASE AGREEMENT AND (C) WHETHER THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER OR THE TARGET IN THE PURCHASE AGREEMENT ARE ACCURATE AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU (OR YOUR APPLICABLE AFFILIATES) HAVE THE RIGHT TO TERMINATE YOUR OBLIGATIONS UNDER THE PURCHASE AGREEMENT, OR TO DECLINE TO CONSUMMATE THE ACQUISITION (IN EACH CASE, IN ACCORDANCE WITH THE TERMS THEREOF), SHALL, IN EACH CASE, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.  The Commitment Parties may perform the duties and activities described hereunder through any of their respective affiliates and the provisions of the fourth

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preceding paragraph shall apply with equal force and effect to any of such affiliates so performing any such duties or activities.

Subject to the last sentence of this paragraph, each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto or any of their respective affiliates or any of their respective officers, directors, employees, agents and controlling persons in any way relating to the Transactions, this Commitment Letter, the Term Sheet or the Fee Letters or the performance of services hereunder or thereunder, in any forum other than any Federal court for the Southern District of New York sitting in the Borough of Manhattan in the City of New York (or in the event such court lacks subject matter jurisdiction, in any State court for the State of New York sitting in the Borough of Manhattan in the City of New York) or any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such court.  Each of the parties hereto hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding brought in any such court.  Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such action, litigation or proceeding brought in any such court and any claim that any such action, litigation or proceeding has been brought in any inconvenient forum.  Each party hereto hereby agrees that a final judgment in any such action, litigation or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment.  Nothing in this Commitment Letter, the Term Sheet or the Fee Letters shall affect any right that the Commitment Parties may have to bring any action, litigation or proceeding relating to the Transactions, this Commitment Letter, the Term Sheet or the Fee Letters or the performance of services hereunder or thereunder against you or your property in the courts of any other jurisdiction.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TERM SHEET, THE FEE LETTERS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO HERBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AND THE FEE LETTERS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

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Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter and the Term Sheet, it being acknowledged and agreed that the commitment provided hereunder is subject to conditions precedent as provided herein.

You agree that you will not disclose, directly or indirectly, this Commitment Letter, the Term Sheet, the Fee Letters, the contents of any of the foregoing or the activities of the Commitment Parties pursuant hereto or thereto to any person without the prior approval of the Commitment Parties, except that you may disclose (a) this Commitment Letter, the Term Sheet, the Fee Letters and the contents hereof and thereof (i) to the Seller, the Target and your and the Seller’s and the Target’s directors, officers, employees, attorneys, accountants and advisors directly involved in the consideration of this matter on a confidential and need-to-know basis (provided that any disclosure of the Fee Letters or their terms or substance to the Seller, the Target or their directors, officers, employees, attorneys, accountants and advisors shall be redacted in a manner reasonably satisfactory to the Commitment Parties), (ii) pursuant to the order of any court or administrative agency or in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case you shall promptly notify us, in advance, to the extent lawfully permitted to do so), (iii) in connection with the exercise of remedies to the extent relating to this Commitment Letter, the Term Sheet or the Fee Letters and (iv) to the extent this Commitment Letter, the Term Sheet, the Fee Letters or the contents hereof and thereof become publicly available other than by reason of disclosure by you, the Seller, the Target or your, the Seller’s or the Target’s directors, officers, employees, attorneys, accountants and advisors in breach of this Commitment Letter, (b) this Commitment Letter, the Term Sheet and the contents hereof and thereof (but not the Fee Letters or the contents thereof) (i) to S&P and Moody’s in connection with the Transactions and on a confidential and need-to-know basis and (ii) in any syndication or other marketing materials in connection with the Facilities (including the Information Materials) or, to the extent required by law, in connection with any public filing and (c) the aggregate fee amount contained in the Fee Letters as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts in connection with the Transactions in marketing materials for the Facilities or, to the extent required by applicable law, in any public filing.

Each Commitment Party shall use all non-public information received by them in connection with the Facilities and the Transactions solely for the purposes of providing the services that are the subject of this Commitment Letter, the Term Sheet and the Fee Letters and shall treat confidentially all such information; provided, however, that nothing herein shall prevent the Commitment Parties from disclosing any such information (a) to ratings agencies on a confidential basis and in consultation with you, (b) to any Lenders or participants or prospective Lenders or prospective participants, (c) pursuant to the order of any court or administrative agency or in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case the Commitment Parties shall promptly notify you, in advance, to the extent lawfully permitted to do so), (d) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case

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the Commitment Parties shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (e) to its affiliates and the respective Related Parties of the Commitment Parties and its affiliates who are informed of the confidential nature of such information and are or have been advised of their obligation to keep all such information confidential or are otherwise under a professional or employment duty of confidentiality, (f) to any direct or indirect contractual counterparties to any swap or derivatives transaction relating to the Borrower or the transactions under the Facilities, (g) to the extent any such information becomes publicly available other than by reason of disclosure by the Commitment Parties, their affiliates or any of their respective Related Parties in breach of this Commitment Letter, (h) to the extent such information is received by the Commitment Parties from a third party that is not, to the Commitment Parties’ knowledge, subject to a confidentiality obligation to you with respect to such information and (i) in connection with the exercise of remedies to the extent relating to this Commitment Letter, the Term Sheet or the Fee Letters; provided that the disclosure of any such information to any Lenders, prospective Lenders, participants, prospective participants or derivatives counterparties referred to in clauses (b) or (f) above shall be made subject to the acknowledgment and acceptance by such recipient that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of the Commitment Parties or customary market standards for dissemination of such type of information. The obligations of the Commitment Parties under this paragraph shall automatically terminate and be superseded by the confidentiality provisions of the Facilities Documentation upon the initial funding thereunder; provided that if not previously terminated, the provisions of this paragraph shall automatically terminate two years following the date of this Commitment Letter.

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 October 26, 2001), as subsequently amended and reauthorized) (the “Patriot Act”), that they and each of the Lenders may be required to obtain, verify and record information that identifies you, which information may include your name and address, the name and address of each of the Guarantors and other information that will allow the Commitment Parties and each of the Lenders to identify you and each of the Guarantors in accordance with the Patriot Act.  This notice is given in accordance with the requirements of the Patriot Act and is effective for the Commitment Parties and each of the Lenders.

Please indicate your acceptance of the terms hereof and of the Fee Letters by signing in the appropriate space below and in the Fee Letters and returning to JPMorgan (or its counsel) executed original copies (or facsimiles or other electronic copies in “pdf” or “tif” format thereof) of this Commitment Letter and the Fee Letters not later than 11:59 p.m., New York City time, on November 15, 2017.  The commitments and agreements of the Commitment Parties hereunder will expire at such time in the event that JPMorgan has not received such executed original copies (or facsimiles or other electronic copies in “pdf” or “tif” format thereof) in accordance with the immediately preceding sentence.  In the event that (i) the initial borrowing under the Facilities does not occur on or before December 31, 2017; provided that if the termination date is extended under the Purchase Agreement pursuant to the second proviso to Section 9.1(a) thereof (as in effect on the date hereof), such December 

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31, 2017 date shall automatically be extended to such extended date under the Purchase Agreement; provided further that in no event shall such extended date be later than January 14, 2018, (ii) the Purchase Agreement is terminated without consummation of the Acquisition and the funding of the Facilities or (iii) the consummation of the Acquisition occurs with or without the use of the Facilities, then this Commitment Letter and the commitments hereunder shall automatically terminate unless the Commitment Parties shall, in their sole discretion, agree to an extension.  The syndication (including information), compensation, reimbursement, indemnification, jurisdiction, governing law, waiver of jury trial, no fiduciary relationship and, except as expressly set forth above, confidentiality provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder.  You may terminate this Commitment Letter and/or the commitments hereunder with respect to the Facilities (or a portion thereof, ratably among any parties hereto) at any time subject to the provisions of the immediately preceding sentence.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

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Execution Version

EXHIBIT A

CONFIDENTIAL

Project Duke
$795,000,000 Senior Secured Credit Facilities
Summary of Principal Terms and Conditions(1)

(1)  Capitalized terms used herein but not otherwise defined have the meanings assigned thereto in the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”), including the other exhibits thereto.

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ANNEX I

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EXHIBIT B

Project Duke
Summary of Additional Conditions Precedent(2)

The initial borrowings under the Facilities shall be subject to the following conditions precedent:

1.                                      The Acquisition shall have been consummated in compliance with the Purchase Agreement prior to or substantially simultaneously with the closing of the Facilities in accordance with applicable law and the Purchase Agreement and all other related documentation shall not have been amended, consented to or waived in any manner materially adverse to the Lenders unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld or delayed); provided that, (i) any reduction in purchase price by not more than 10% will not be deemed to be materially adverse to the interests of the Lenders if such purchase price reduction shall ratably reduce the equity issuance to Seller and funded debt on the Closing Date under the Facilities; (ii) any amendment or waiver to the terms of the Purchase Agreement that has the effect of increasing the cash consideration required to be paid thereunder on the Closing Date will not be deemed to be materially adverse to the Lenders if such increase is funded with an increase in the aggregate amount of the equity issuance required by the terms thereof; (iii) any amendment, modification or waiver to the definition of “Material Adverse Effect” or “Material Adverse Change” in the Purchase Agreement will be deemed materially adverse to the Lenders; (iv) any amendment, modification or waiver to Sections 10.8, 10.12, 10.13, 10.14, 10.15, 10.16 or 10.17 of the Purchase Agreement will be deemed materially adverse to the Lenders; and (v) decreases in purchase price by more than 10% will be deemed materially adverse to the Lenders.  The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects (or if already qualified by materiality,  material adverse effect or similar qualification, in all respects) on, or as of, the Closing Date (except in the case of any Specified Purchase Agreement Representation or Specified Representation which expressly relates to a given date or period, which such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be).

2.                                      Since November 15, 2017, there has not occurred, a Company Material Adverse Effect (as defined below, and with capitalized terms used in such definition having the meanings ascribed to them in the Purchase Agreement (as in effect on the date hereof)).

“Company Material Adverse Effect” shall mean any change, effect, event or occurrence that, individually or in the aggregate, (a) does, or would be reasonably expected to, prevent or materially impair, delay or affect the ability of the Company or the Blocker Sellers to consummate the Transactions or (b) has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or

(2)  All capitalized terms used but not defined herein shall have the meanings set forth in the Commitment Letter to which this Exhibit B is attached, including the other exhibits thereto.

otherwise) or results of operations of the Company and the Subsidiary taken as a whole; provided, however, that in the case of this clause (b), none of the following shall be deemed in themselves to constitute a Material Adverse Effect and excluding any change, effect, event or occurrence arising from the following: (i) the announcement or pendency or consummation of the Transactions, including any related losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the Company; (ii) any change, effect, event or occurrence in any industry in which the Company participates, the U.S. economy or any other economy where the Company conducts business (in each case, as a whole) or the capital, banking or financing markets in general or the markets in which the Company operates or any geographical area in which the Company conducts its business; (iii) any “act of God” including weather, natural disasters and earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions; (iv) any change in global, national or regional political conditions; (v) changes after the date hereof in GAAP or any change in any applicable Laws, rules or regulations issued by any Governmental Entity; (vi) any failure, in and of itself, by the Company to meet any internal projections or forecasts for any period ending on or after the date of the Purchase Agreement (but not the change, effect, event or occurrence underlying, causing or contributing to such failure to the extent such change, effect, event or occurrence would otherwise constitute or contribute to a Material Adverse Effect under this definition); (vi) any existing event or occurrence or circumstance of which the Purchaser has actual knowledge on the date hereof as a result of such existing event or occurrence or circumstance having been expressly disclosed in reasonable detail in the Disclosure Schedules; or (vii) any action taken by a party hereto as expressly required by the Purchase; except, in the case of the foregoing clauses (ii) through (v), any change, effect, event or occurrence that has a material disproportionate effect on the Company or the Subsidiary or the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company or the Subsidiary as compared to other participants in the industry in which the Company or the Subsidiary operate.

3.                                      The Existing Indebtedness Refinancing and the Equity Issuance to Seller (in an aggregate amount at least equal to that set forth in the Purchase Agreement as in effect on the date hereof) shall have occurred or shall occur substantially simultaneously with the closing of the Facilities.

4.                                      The Lenders shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Closing Date (and comparable periods for the prior fiscal year), provided that if requested by the Arrangers and solely to the extent available to the Borrower, such unaudited quarterly financial statements for the fourth fiscal quarter of 2017 of the Borrower shall also be required to be provided; provided further that the filing of the required financial statements on Form 10-K and Form 10-Q within such time periods by the Borrower will satisfy the requirements of this paragraph 4.

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5.                                      The Lenders shall have received (a) audited consolidated financial statements of the Target consisting of a consolidated balance sheet as of December 31, 2016 and the related consolidated statements of income and retained earnings, shareholders’ equity and cash flows for the period beginning August 17, 2016 through December 31, 2016 and (b) unaudited consolidated financial statements of the Target consisting of (i) a consolidated balance sheet as of December 31, 2015 and the related financial statements for the fiscal year ended December 31, 2015, (ii) a consolidated balance sheet as of October 31, 2016 and the related financial statements for the ten month period beginning January 1, 2016 through October 31, 2016, and (iii) a consolidated balance sheet as of September 30, 2017 and the related financial statements for the nine month period beginning January 1, 2017 through September 30, 2017 (or, in lieu thereof, a quality of earnings report in form reasonably satisfactory to the Arranger for the Target’s fiscal year 2015, 2016 and the first three quarters of 2017).

6.                                      The Lenders shall have received a pro forma consolidated balance sheet of the Borrower and its subsidiaries as of the last day of the most recent fiscal period for which financial statements were delivered under paragraph 4 above, prepared after giving effect to the Transactions and the other transactions contemplated hereby.

7.                                      The Lenders shall have received a certificate from the chief financial officer of the Borrower in substantially the form of Annex II hereto confirming the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby.

8.                                      The Administrative Agent shall have received, at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, in each case requested at least ten business days prior to the Closing Date.

9.                                      All fees required to be paid by the Borrower on the Closing Date pursuant to the Fee Letters and the Term Sheet and the reasonable and documented out-of-pocket expenses required to be reimbursed by the Borrower on the Closing Date pursuant to the Commitment Letter shall, upon the initial borrowing under the Facilities, have been paid (which amounts may be offset against the proceeds of the Facilities).

10.                               The Administrative Agent shall have received (a) copies of the Facilities Documentation executed by you and all documents and instruments required to create or perfect the Administrative Agent’s security interest, on behalf of the Lenders and the other Secured Parties (to be defined in a manner to be mutually agreed upon), in the Collateral (in proper form for filing), which shall, in each case, be consistent with the Commitment Letter and the Term Sheet and subject to the Limited Conditionality Provisions and (b) customary legal opinions, customary evidence of authorization, customary officer’s and secretary’s certificates, good standing certificates (to the extent applicable) and customary lien searches.

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11.                               The Facilities shall have received a rating and the Borrower (on a pro forma basis for the Transactions) shall have received a public corporate credit rating and a public corporate family rating, in each case, from Standard & Poor’s Financial Services LLC and Moody’s Investors Service, Inc.

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Annex I to EXHIBIT B

Form of Solvency Certificate

Date:                , 201[]

To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below:

I, the undersigned, the Chief Financial Officer of Diplomat Pharmacy, Inc. (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that:

1.             This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section [·] of the Credit Agreement, dated as of [·], 201[ ] (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among [·]. Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

2.             For purposes of this certificate, the terms below shall have the following definitions:

(a)           “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b)           “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the Borrower and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c)           “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), determined in accordance with GAAP consistently applied.

(d)           “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

(e)           “Can pay their Stated Liabilities and Identified Contingent Liabilities as they mature”

The Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable.

(f)            “Do not have Unreasonably Small Capital”

The Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) have sufficient capital to ensure that it is a going concern.

3.             For purposes of this certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a)           I have reviewed the financial statements (including the pro forma financial statements) referred to in Section [·] of the Credit Agreement.

(b)           I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c)           As chief financial officer of the Borrower, I am familiar with the financial condition of the Borrower and its Subsidiaries.

4.             Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), (i) each of the Fair Value and the Present Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Borrower and its Subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

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IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf by the Chief Financial Officer as of the date first written above.