Common use of Commitment Letter Clause in Contracts

Commitment Letter. Parent has delivered to the Company a true and correct copy of an executed debt commitment letter in the form attached hereto as Exhibit D (the “Commitment Letter”) pursuant to which the lenders named therein (such lenders, together with any other entities that have committed to provide or arrange or have otherwise entered into agreements in connection with any third-party debt financing in connection with the Transactions (including the Commitment Letter Financing, as defined below), and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter Financing”) for the purpose of funding the Transactions. Parent has also delivered to the Company a true and complete (other than the redactions referenced in this Section 4.28) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”). As of the Agreement Date, the Commitment Letter and the Fee Letters (i) are in full force and effect and (ii) have not been withdrawn or terminated or otherwise amended or modified in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplated. As of the Agreement Date, each Fee Letter and the Commitment Letter is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, except as enforcement may be limited by the Enforceability Limitations. As of the Agreement Date, there are no other agreements or side letters relating to the Commitment Letter or Fee Letters to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As of the Agreement Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or any of its Subsidiaries party thereto under any term or condition of the Commitment Letter or any Fee Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Commitment Letter Financing other than as expressly set forth in the Commitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees or other fees required by the Commitment Letter or any Fee Letter to be paid by it on or prior to the Agreement Date.

Commitment Letter. Parent The Purchaser has delivered to the Company and the Stockholders a true and correct complete copy of an executed debt the commitment letter in of U.S. Bank National Association and XX Xxxxxx Xxxxx Bank, N.A. (collectively, the form attached hereto “Bank”), dated as Exhibit D of the date hereof (the “Commitment Letter”) ), pursuant to which the lenders named therein (such lenders, together with any other entities that have committed to provide or arrange or have otherwise entered into agreements in connection with any third-party debt financing in connection with the Transactions (including the Commitment Letter Financing, as defined below), and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committedBank has agreed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter Financing”) provide financing for the purpose of funding assisting the Transactions. Parent has also delivered to the Company a true and complete (other than the redactions referenced in this Section 4.28) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality Purchaser’s consummation of the funding transactions contemplated by this Agreement (the “Financing”). The Purchaser, upon the closing of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”)will have sufficient funds available to pay the Transaction Consideration and all other amounts that the Purchaser is required to pay pursuant to this Agreement and all expenses incurred by the Purchaser in connection with the transactions contemplated by this Agreement. As of the Agreement Datedate hereof, the commitments contained in the Commitment Letter have not been withdrawn, reduced, terminated or rescinded in any respect. The Purchaser has fully paid or caused to be paid any and all commitment fees and any other fees required by the Commitment Letter to be paid on or prior to the date hereof. As of the date of this Agreement, the Commitment Letter and the Fee Letters (i) are is in full force and effect and (ii) have not been withdrawn or terminated or otherwise amended or modified in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplated. As of the Agreement Date, each Fee Letter and the Commitment Letter is a legal, valid and binding obligation of Parent the Purchaser and, to the Knowledge knowledge of Parentthe Purchaser, the other parties thereto, except enforceable in accordance with its terms subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement may be limited by is considered in a proceeding at law or in equity), and is not subject to any conditions precedent related to the Enforceability Limitationsfunding of the Financing that are not set forth in the Commitment Letter provided to the Company or the Stockholders. As of the Agreement Datedate of this Agreement, there are no other agreements or side letters relating to the Commitment Letter or Fee Letters to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As of the Agreement Date, (i) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Parent or Purchaser or, to the knowledge of the Purchaser, any of its Subsidiaries other party thereto under any term or condition of the Commitment Letter or any Fee Letter. There are no and (ii) the Purchaser reasonably believes that the conditions precedent or other contingencies related to the funding of the full amount of Financing contemplated in the Commitment Letter Financing other than as expressly set forth in the Commitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees or other fees required be satisfied by the Commitment Letter or any Fee Letter to Purchaser will be paid by it on satisfied at or prior to the Agreement Datetime contemplated hereunder for the Closing.

Commitment Letter. Parent has delivered The terms and conditions of the Commitment Letter from the Bank to the Company a true and correct copy of an executed debt commitment letter Borrower dated July 19, 1996, are incorporated herein by reference, but in the form attached hereto as Exhibit D (event of a conflict or discrepancy between the “terms of this Loan Agreement and the Commitment Letter”, the terms of this Loan Agreement shall control." 3. Subject to the conditions set forth in Paragraphs 5 and 6 hereof, the Revolving Credit Note shall be and hereby is amended, effective as of the date hereof, as follows: (a) pursuant The Promissory Note is hereby amended by deleting the sum "$25,000,000" in each and every place it occurs and substituting in lieu thereof the sum "$20,000,000" in each such place. (b) The payment schedule set forth in the Promissory Note is hereby amended by deleting said payment schedule in its entirety and substituting in lieu thereof the following: "Principal shall be paid in full in a single payment on September 30, 1997. Interest thereon shall be paid monthly commencing on March 31, 1996, and continuing on the last day of each successive month thereafter, with a final payment of all unpaid interest at the stated maturity of this Note." 4. By the execution and delivery hereof, the Borrower hereby represents and warrants to the Bank that as of the date hereof the Loan Agreement has been reexamined and: (a) The representations and warranties made by the Borrower in Paragraph 1 of the Loan Agreement are true on and as of the date hereof; (b) There has been no material change in the condition, financial or otherwise, of the Borrower since the date of the most recent financial reports of the Borrower received by the Bank, other than changes in the ordinary course of business, none of which the lenders named therein has been a materially adverse change or other than ordinary operating losses consistent with past performance; (such lendersc) No authorization, together with approval or consent of any other entities that have committed to provide regulatory body is necessary or arrange or have otherwise entered into agreements in connection with any third-party debt financing required in connection with the Transactions lawful execution, delivery and performance of this Amendment Agreement which has not been obtained; and (including d) The execution, delivery and performance of this Amendment Agreement will not conflict with or result in the Commitment Letter Financingbreach of any of the provisions of or cause a default under, as defined below)the articles of incorporation or bylaws of the Borrower, and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto applicable law, rule or relating theretoregulation, or any judgment, order, writ, injunction, decree of any court, administrative agency or other instrumentality to which the Borrower is subject and will not result in the creation or imposition of any security interest, lien, charge or encumbrance on any of the assets of the Borrower except for the liens created by the Security Agreement, the “Lenders”IP Security Agreement and as contemplated in Section 5(d) have committed, below. 5. The effectiveness of this Amendment Agreement shall be subject to the terms and fulfillment of the following conditions set forth therein, to lend Parent the amounts set forth therein precedent: (the “Commitment Letter Financing”a) for the purpose of funding the Transactions. Parent has also The Borrower shall have delivered to the Company Bank a true and complete (other than the redactions referenced in this Section 4.28) copy of any fee letter related Borrower's Affidavit to the Commitment Letter (it being understood effect that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality each of the funding Loan Documents has been reexamined on behalf of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”). As of Borrower by the Agreement Date, the Commitment Letter signatory thereto and the Fee Letters (i) are in full force and effect and (ii) have not been withdrawn or terminated or otherwise amended or modified in any respect and, that as of the Agreement Datedate of delivery of said certificate that, to the Knowledge best of Parent, no such withdrawal, termination, amendment or modification is contemplated. As of the Agreement Date, each Fee Letter and the Commitment Letter is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, except as enforcement may be limited by the Enforceability Limitations. As of the Agreement Date, there are no other agreements or side letters relating to the Commitment Letter or Fee Letters to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As of the Agreement Datehis knowledge, no event has occurred whichand no condition exists which constitutes, or with the giving of notice or without notice, lapse of time or both, would constitute a constitute, an event of default or breach on under the part of Parent Loan Agreement or any of its Subsidiaries party thereto under any term or condition the other Loan Documents. (b) The Bank shall have received two (2) counterparts of this Amendment Agreement duly executed by all signatories thereto. (c) The Bank shall have received certified copies of resolutions of the Commitment Letter or any Fee Letter. There are no conditions precedent or Board of Directors of the Borrower authorizing the execution and delivery of, and the performance under, this Amendment Agreement and the other contingencies related Loan Documents. (d) The Bank shall have received a duly executed Security Agreement, UCC-1 Financing Statements and such other instruments as the Bank may request to create and perfect a valid security interest in the Borrower's fixed assets. (e) The Bank shall have received an opinion of counsel reasonably satisfactory to the funding Bank addressing corporate existence, authority, execution and enforceability of this Amendment Agreement. (f) The Borrower shall have consummated the Preferred Stock Transaction and the proceeds thereof shall have been paid to the Bank and applied to the outstanding balance of the full amount Note. 6. All instruments and documents incident to the consummation of the Commitment Letter Financing transactions contemplated hereby shall be satisfactory in form and substance to the Bank and its counsel; the Bank shall have received copies of all additional agreements, instruments and documents which it may reasonably request in connection therewith, such documents, when appropriate, to be certified by appropriate governmental authorities; and all proceedings of the Borrower relating to the matters provided for herein, including the Preferred Stock Transaction, shall be satisfactory to the Bank and its counsel. 7. This Amendment Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall bind any party hereto and none of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as in this Amendment Agreement otherwise expressly stated, no representations, warranties or commitments, express or implied, have been made by any other than as party to the other. None of the terms or conditions of this Amendment Agreement may be changed, modified, waived or canceled orally or otherwise, except by writing, signed by the party to be charged therewith, specifying such change, modification, waiver or cancellations of such terms or conditions, or of any proceeding or succeeding breach thereof, unless expressly so stated. In the event of a conflict between the terms of the Loan Documents and the terms of this Amendment Agreement, the terms of the Loan Documents shall be construed in a manner consistent with the amendments and modifications set forth in this Amendment Agreement. 8. Except as specifically amended, modified or supplemented, the Commitment Letter. Parent has (or has caused to be) fully paid any Loan Agreement, the Note, the Security Agreement and all commitment of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. In the event of a conflict between the terms of the Loan Documents and the terms of this Amendment Agreement, the terms of the Loan Documents shall be construed in a manner consistent with the amendments and modifications set forth in this Amendment Agreement. 9. All costs, fees or other fees required and expenses incurred by the Commitment Letter Borrower and the Bank in connection with this Amendment Agreement and the satisfaction of all conditions precedent hereunder whether incurred in connection with the preparation and execution hereof or any Fee Letter to in connection with the parties' performance hereunder, shall be paid by it on or prior the Borrower, including without limitation, such reasonable attorney's fees as Bank's counsel may charge and Bank's audit and ongoing monitoring fees. 10. The parties hereto agree and acknowledge that the provisions of this Amendment Agreement constitute amendments to, and not a novation of, the indebtedness evidenced by the Revolving Credit Note. 11. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original against any party whose signature appears thereon, and all of which shall together constitute one and the Agreement Datesame instrument.

Commitment Letter. Parent The Purchaser has delivered to the Company a true and correct copy of an executed debt commitment letter in the form attached hereto as Exhibit D (the “Commitment Letter”) pursuant to which the lenders named therein (such lenders, together with any other entities that have committed to provide or arrange or have otherwise entered into agreements in connection with any third-party debt financing in connection with the Transactions (including the Commitment Letter Financing, as defined below), and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter Financing”) for the purpose of funding the Transactions. Parent has also delivered to the Company Vendor a true and complete (other than the redactions referenced in this Section 4.28of fees payable) copy of any fee the executed commitment letter related dated on or about September 17, 2018 (the “Commitment Letter”) from The Bank of Nova Scotia (“BNS”) to provide financing to the Commitment Letter (it being understood that any such fee letter provided to Purchaser in the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”)amount set forth therein. As of the Agreement Datedate hereof, the Commitment Letter has not been amended or modified and the Fee Letters (i) are commitments contained in full force and effect and (ii) the Commitment Letter have not been withdrawn or withdrawn, terminated or otherwise amended or modified rescinded in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplatedrespect. As of the Agreement Datedate hereof, each Fee Letter and the Commitment Letter is a legal, valid and binding obligation of the Purchaser Parent and, to the Knowledge knowledge of Parentthe Purchaser, the other parties theretoBNS, except as enforcement may be limited by the Enforceability Limitationsand is in full force and effect. As of the Agreement Datedate hereof, (x) there are is no other agreements default or side letters relating to breach under the Commitment Letter or Fee Letters by the Purchaser Parent, or, to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As the knowledge of the Agreement DatePurchaser, BNS, and (y) no event or condition has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Parent or, to the knowledge of the Purchaser, BNS, under the Commitment Letter. As of the date hereof, the Purchaser has no knowledge of any facts or circumstances or any reason to believe that any facts or circumstances exist that would be reasonably likely to result in any of its Subsidiaries party thereto under any term or condition of the conditions set forth in the Commitment Letter not being satisfied or the funding contemplated in the Commitment Letter not being made available on the Closing Date. As of the date hereof, the Commitment Letter is not subject to any Fee Letter. There are no conditions precedent or other contingencies related to the funding obligations of BNS to make the full amount of the Commitment Letter Financing financing contemplated therein available at the Closing, or any contingencies that would permit BNS to reduce the amount of financing to be provided thereunder, other than as expressly set forth in therein. As of the date hereof, there are no side letters, arrangements or other Contracts to which the Purchaser Parent or any of its Affiliates is a party which could reasonably be expected to adversely affect the availability of the financing under the Commitment Letter. Parent has BNS and Sprott Private Resource Lending (or has caused Collector), LP have agreed upon the material terms pursuant to be) fully paid any which an intercreditor agreement will be entered into in respect of their respective loan arrangements with the Purchaser and all commitment fees or other fees required by the Commitment Letter or any Fee Letter to be paid by it on or prior to the Agreement DatePurchaser Parent.

Commitment Letter. Parent has delivered to the Company a true and correct copy of an the executed debt commitment letter in the form attached hereto as Exhibit D (the “Commitment Letter”) from GTCR Fund X/A AIV LP (the “Guarantor”) pursuant to which the lenders named therein (such lenders, together with any other entities that have Guarantor has committed to provide or arrange or have otherwise entered into agreements invest in connection with any third-party debt financing in connection with and lend to Parent, U.S. Parent and the Transactions (including the Commitment Letter FinancingPurchaser, as defined below)applicable, and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter GTCR Financing”) for the purpose of funding the Transactions. Parent has also delivered to the Company a true and complete (other than the redactions referenced in this Section 4.28) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”). As of the date of this Agreement and as of the Closing Date, : (i) the Commitment Letter and the Fee Letters (i) are is in full force and effect and (ii) have has not been withdrawn or terminated or otherwise amended amended, supplemented or modified in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplated. As of the Agreement Date, each Fee Letter and respect; (ii) the Commitment Letter Letter, in the form so delivered, is a legal, legally valid and binding obligation of Parent and, to and the Knowledge of Parent, Purchaser and the other parties thereto, thereto (except as enforcement such enforceability may be limited by the Enforceability Limitations. As bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of the Agreement Dategeneral applicability relating to or affecting creditor’s rights, and to general equitable principles); (iii) there are no other agreements or agreements, side letters or arrangements relating to the Commitment Letter or Fee Letters to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As of the Agreement Date, GTCR Financing; (iv) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or any of its Subsidiaries party thereto the Purchaser under any term or condition of the Commitment Letter Letter; and (v) neither Parent nor the Purchaser has reason to believe that it could be unable to satisfy on a timely basis any term or any Fee Letter. There are no conditions precedent or other contingencies related condition of closing to the funding of the full amount of the Commitment Letter Financing other than as expressly set forth be satisfied by it contained in the Commitment Letter. The Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the GTCR Financing available to Parent has (or has caused the Purchaser on the terms therein. Subject to be) fully paid any the satisfaction of the conditions set forth in Annex I and Article 6, the aggregate proceeds from the GTCR Financing are sufficient to fund all commitment fees of the amounts required to be provided by Parent or other fees required the Purchaser for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and the Purchaser’s obligations under this Agreement, including the payment of the Offer Price in respect of each Share validly tendered and accepted in the Offer, the payment of the Merger Consideration in respect of the Merger and the payment of all associated costs and expenses of the Offer, the Restructuring Transactions and the Merger. For the avoidance of doubt, it is acknowledged and agreed that Parent or the Purchaser, after the date of this Agreement, may solicit and obtain debt financing commitments arranged by Parent or the Purchaser as an alternative to, or in substitution of, the GTCR Financing contemplated by the Commitment Letter or any Fee Letter Letter; provided, however, that such debt financing commitments shall not reduce the amount required to be paid funded by it on or prior Guarantor under the Commitment Letter in the event such debt financing is not ultimately funded pursuant to the Agreement Datesuch debt financing commitments.