Reference is made to the Intercreditor Agreement dated as of January 8, 2015, among General Electric Capital Corporation, as North America ABL Agent; Wilmington Trust, National Association, as Notes Collateral Trustee; Real Alloy Intermediate Holding, LLC; the Issuer; and the Guarantors from time to time party thereto, as it may be amended from time to time in accordance with the Indenture (the “Intercreditor Agreement”), the DIP Order and the DIP Documents. Each Holder, by its acceptance of a Note, # consents to the subordination of Liens provided for in the Intercreditor Agreement (as modified by the DIP Order) and the terms, conditions, rights and priorities set forth in the DIP Order and DIP Documents, # agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (as modified by the DIP Order), the DIP Order and the DIP Documents and # authorizes and instructs the Trustee and the Notes Collateral Trustee to enter into the DIP Documents, as applicable, as Trustee and Notes Collateral Trustee, respectively, and on behalf of such Holder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a provision of the DIP Order or DIP Documents, such provision of the DIP Order or DIP Documents shall control. The foregoing provisions are intended as an inducement to the holders of Lenders Debt, New Money DIP Notes, and Roll-Up Notes to extend credit and such holders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (as modified by the DIP Order), DIP Order and DIP Documents.

Subject to the terms, conditions, and priorities set forth in the DIP Facility Order, the DIP Facility Claims shall be deemed to be Allowed in the full amount due and owing under the DIP Facility as of the Effective Date. In full satisfaction of and in exchange for each DIP Facility Claim, each holder of a DIP Facility Claim shall receive its Pro Rata share of the DIP Equity Recovery. Such treatment shall render each DIP Facility Claim satisfied in full on the Effective Date, consistent with the terms of the DIP Facility Loan Agreement and the RSA. For the avoidance of doubt: # any and all fees, interest paid in kind, and accrued but unpaid interest and fees arising under the DIP Facility Loan Agreement shall be satisfied in full upon the receipt of the DIP Equity Recovery by the holders of the DIP Facility Claims pursuant to this Article II.B; and # the accrual and satisfaction of such fees and interest shall not reduce in any way the Supporting Common Interest Holders’ obligations to fund the full amount of the Capital Equity Investment pursuant to the RSA and Article IV.C of the Plan.

Financing. Purchaser shall have at the Closing sufficient cash or other sources of immediately available funds for the payment of the Closing Date Payment on the Closing Date (assuming the satisfaction in full of all conditions to funding and the conditions set forth in Sections 7.1 and 7.2).

Financing. Lender shall fund the portion of the Loan that Lender has agreed to fund under the terms of the documents evidencing the Loan other than a failure to fund that is a result of or on account of ​’s failure to comply with any of the terms of the Approved Loan Documents necessary for the Loan to be funded in accordance therewith.

Financing. The Option Holder has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.

the DIP Financing (to the extent provided by a First Lien Secured Party, provided that the restrictions set forth in Section 10.4 hereof shall not apply with respect to any such DIP Financing) is treated as First Lien Debt hereunder,

“DIP Financing” shall have the meaning set forth in Section 7.2(a) hereof.

First Lien Agent does not oppose or object to such use of cash collateral or DIP Financing,

Financing Transactions. Provider shall cooperate with Manager so that Manager can arrange necessary financing for Provider and for Manager relating to the Management Services provided by Manager to Provider.

Financing Statements. By the execution of this Agreement, Subordinated Creditor hereby authorizes Senior Lender to amend any financing statements filed by or on behalf of Subordinated Creditor against any Obligor as follows: “In accordance with a certain Intercreditor and Subordination Agreement by and among the Secured Party, the Debtor and Lender, the Secured Party has subordinated any security interest or lien that Secured Party may have in any property of the Debtor to the security interest of Lender, in all assets of the Debtor, notwithstanding the respective dates of attachment or perfection of the security interest of the Secured Party and Lender.”