Common use of Financial Ability to Perform Clause in Contracts

Financial Ability to Perform. Purchaser affirms that is it not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Concurrently with the execution of this Agreement, the Sponsors have entered into the Equity Commitment Letter, a true, correct and complete copy of which has been provided to Sellers, pursuant to which the Sponsors have committed, subject to the terms and conditions set forth therein, to (i) provide to Purchaser (directly or indirectly) equity financing up to an aggregate amount specified therein for purposes specified therein (the “Equity Financing”) to Purchaser and pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this Agreement. As of the date hereof, the Equity Commitment Letter has not been amended, supplemented or modified, and no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the respective commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, subject to the Enforceability Exceptions. Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffective. As of the date hereof, there are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter delivered to Sellers prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of Purchaser or Sponsors under the Equity Commitment Letter, (B) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (C) result in any portion of the amounts to be provided, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Purchaser has no reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably be expected to cause, any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter to not be satisfied on a timely basis or that the full amount of the Equity Financing contemplated by the Equity Commitment Letter will not be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made in connection with the Closing, (ii) pay any and all fees and expenses required to be

Financial Ability to Perform. Purchaser affirms that (A) Buyer is it not a condition party to and has accepted a fully executed commitment letter (the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for“Debt Commitment Letter”) dated January 30, or related to, any of 2020 from the transactions contemplated by this Agreement. Concurrently with the execution of this Agreementlenders party thereto (collectively, the Sponsors have entered into “Lenders”) and a fully executed commitment letter (the “Equity Commitment Letter” and, a truetogether with the Debt Commitment Letter, correct and complete copy of which has been provided to Sellersthe “Commitment Letters”) dated January 30, 2020 from the investors party thereto (the “Investors”) pursuant to which the Sponsors Lenders have committedagreed to provide debt financing and the Investors have agreed to provide equity financing, subject to the terms and conditions thereof, in the amounts set forth therein, . The debt financing committed pursuant to (i) provide the Debt Commitment Letter is referred to Purchaser (directly or indirectly) in this Agreement as the “Debt Financing” and equity financing up committed pursuant to an aggregate amount specified therein for purposes specified therein (the Equity Commitment Letter is referred to in this Agreement as the “Equity Financing.” The Debt Financing and Equity Financing are collectively referred to in this Agreement as the “Financing.” (B) Buyer has delivered to Purchaser Seller true, complete and pursuant correct copies of the executed Commitment Letters and any fee letters related thereto, subject, in the case of such fee letters, to which Sellers redaction solely of fee and other economic provisions that are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser customarily redacted in connection with transactions of this Agreementtype and that could not in any event affect the conditionality, enforceability, availability or amount of the Financing. (C) Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Lenders or the Investors to provide the Financing or any contingencies that would permit the Lenders or the Investors to reduce the total amount of the Financing, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. Buyer does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letters on or prior to the Closing Date, nor does Buyer have knowledge that the Lenders or the Investors will not perform their respective obligations thereunder. As of the date hereof, the Equity Commitment Letter has not been amended, supplemented or modified, and no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the respective commitments contained Commitment Letters that are not expressly referred to in the Equity Commitment Letter have not been withdrawnLetters that could affect the availability, terminated conditionality, enforceability or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As amount of the date hereofFinancing contemplated by the Commitment Letters. (D) The Financing, when funded in accordance with the Commitment Letters, shall provide Buyer with cash proceeds on the Closing Date sufficient for the satisfaction of all of Buyer’s obligations under this Agreement and under the Commitment Letters, including the payment of the Closing Purchase Price, any fees and expenses of or payable by Buyer and for any repayment or refinancing of any outstanding indebtedness of Buyer and its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letters (collectively, the Equity “Required Amounts”). (E) The Commitment Letter is Letters constitute the legal, valid and binding obligation of all the parties thereto and are in full force and effect and is the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, subject to the Enforceability Exceptionseffect. Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffective. As of the date hereof, there are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter delivered to Sellers prior to the date hereof. As of the date hereof, no No event has occurred which, which (with or without notice, lapse of time or both, would or would reasonably be expected to (A) could constitute a default breach or breach on the part of Purchaser or Sponsors under the Equity Commitment Letter, (B) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto by Buyer under the Equity Commitment Letter or (C) result in any portion terms and conditions of the amounts to be providedCommitment Letters, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Purchaser has no Buyer does not have any reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably be expected to cause, any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter to will not be satisfied by Buyer on a timely basis or that the full amount of the Equity Financing contemplated by the Equity Commitment Letter will not be made available to Purchaser Buyer on the date of the Closing. Buyer has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. Assuming The Commitment Letters have not been modified, amended or altered and none of the Equity Financing respective commitments thereunder has been withdrawn or rescinded in any respect, and, to the knowledge of Buyer, no withdrawal or rescission thereof is funded in full in accordance with contemplated. No modification or amendment to the Equity Commitment LetterLetters is currently contemplated. (F) In no event shall the receipt or availability of any funds or financing (including, Purchaser will have on for the Closing Date funds sufficient avoidance of doubt, the Financing) by Buyer or any of its Affiliates or any other financing or other transactions be a condition to (i) make all payments contemplated any of Buyer’s obligations under Article II that are to be made in connection with the Closing, (ii) pay any and all fees and expenses required to bethis Agreement.

Financial Ability to Perform. (a) Purchaser affirms that is it a party to and has accepted a fully executed commitment letter dated June 30, 2021 (together with all exhibits, schedules, annexes and other attachments thereto, collectively, as amended, supplemented, replaced, waived or otherwise modified in a manner not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated prohibited by this Agreement. Concurrently with the execution of this AgreementSection 5.20(b), the Sponsors have entered into the Equity “Debt Commitment Letter, a true, correct and complete copy of which has been provided to Sellers”) from the Financing Parties, pursuant to which the Sponsors Financing Parties have committedagreed, subject to the terms and conditions thereof, to provide Debt Financing in the amounts set forth therein. The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Purchaser has delivered to Seller a true, complete and correct copy of the executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redactions solely of fee and other economic provisions (iincluding customary “flex” terms) provide to Purchaser (directly in a manner customary for transactions of this type and that could not in any event adversely affect the conditionality, enforceability, availability, termination or indirectly) equity financing up to an aggregate amount specified therein for purposes specified therein of the Debt Financing. (c) Except as expressly set forth in the “Equity Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Parties to provide the Debt Financing or any contingencies that would permit the Financing Parties to reduce the total amount of the Debt Financing”) , including any condition or other contingency relating to Purchaser and the amount of availability of the Debt Financing pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this Agreementany “flex” provision. As of the date hereof, assuming satisfaction of the Equity condition to Closing set forth in Sections 6.1 and 6.2, Purchaser does not have any reason to believe that it will be unable to satisfy on a timely basis all material terms and conditions to be satisfied by it in the Debt Commitment Letter has not been amended, supplemented on or modified, and no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the respective commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, subject prior to the Enforceability Exceptions. Closing Date, nor does Purchaser is not aware of any fact or occurrence existing on the date hereof have Knowledge that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffectiveFinancing Parties will not perform its obligations thereunder. As of the date hereof, there are no conditions side letters, understandings or other contingencies agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter that could adversely affect the availability, conditionality, enforceability, termination or aggregate amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to the provisionDebt Commitment Letter (including with respect to fees and original issue discount), funding or investing shall provide Purchaser with cash proceeds on the Closing Date sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement, the Ancillary Agreements and Debt Commitment Letter, including payment of the full amount Closing Purchase Price and the Final Purchase Price, and any fees and expenses of or payable by Purchaser, as and when contemplated by this Agreement, and to pay or otherwise perform all obligations of Purchaser under the Equity FinancingAncillary Agreements (such amounts, other than as expressly set forth in collectively, the Equity Commitment Letter delivered to Sellers prior to “Financing Amounts”). (e) As of the date hereof, the Debt Commitment Letter constitutes the legal, valid, binding and enforceable obligations of Purchaser and, to the Knowledge of Purchaser, all the other parties thereto, and, subject to the Enforceability Exceptions, is in full force and effect. As of the date hereof, no event has occurred whichthat, with or without notice, lapse of time time, or both, would or would reasonably be expected to (A) constitute a default default, breach or breach on the part of Purchaser or Sponsors under the Equity Commitment Letter, (B) constitute a failure to satisfy a condition precedent on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (C) result in any portion terms and conditions of the amounts to be provided, funded or invested in accordance with the Equity Debt Commitment Letter being unavailable on the Closing DateLetter. As of the date hereof, assuming the satisfaction of the conditions condition to Closing set forth in Section 7.1 Sections 6.1 and Section 7.26.2, Purchaser has no does not have any reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably be expected to cause, any of the conditions to the Equity Debt Financing contemplated by the Equity Commitment Letter to will not be satisfied by Purchaser on a timely basis or that the full amount of the Equity Debt Financing contemplated by the Equity Commitment Letter will not be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded Purchaser has paid in full in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made in connection with the Closing, (ii) pay any and all commitment fees and expenses other fees required to bebe paid pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement, and will pay in full any such amounts when due. As of the date hereof, the Debt Commitment Letter has not been modified, amended or altered and the commitments under the Debt Commitment Letter have not been terminated, reduced, withdrawn or rescinded in any respect, and no such termination, reduction, withdrawal or rescission is contemplated by Purchaser or, to the Knowledge of Purchaser, any other party thereto. (f) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Purchaser or any Affiliate or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement.

Financial Ability to Perform. (a) Purchaser affirms that is it not a condition party to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing forand has accepted a fully executed commitment letter dated June 30, or related to, any of the transactions contemplated by this Agreement. Concurrently 2021 (together with the execution of this Agreementall exhibits and schedules thereto, the Sponsors have entered into the Equity “Debt Commitment Letter”) from the lenders party thereto (collectively, a true, correct and complete copy of which has been provided to Sellers, the “Lenders”) pursuant to which the Sponsors Lenders have committedagreed, subject to the terms and conditions thereof, to provide Debt Financing in the amounts set forth therein. The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Purchaser has delivered to Seller a true, complete and correct copy of the executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redactions solely of fee and other economic provisions in a manner customary for transactions of this type and that could not in any event affect the conditionality, enforceability, availability, termination or amount of the Debt Financing. (ic) Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to Purchaser (directly reduce the total amount of the Debt Financing, including any condition or indirectly) equity financing up other contingency relating to an aggregate the amount specified therein for purposes specified therein (of availability of the “Equity Financing”) to Purchaser and Debt Financing pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this Agreementany “flex” provision. As of the date hereofExecution Date, Purchaser does not have any reason to believe that it will be unable to satisfy on a timely basis all material terms and conditions to be satisfied by it in the Equity Debt Commitment Letter has not been amendedon or prior to the Closing Date, supplemented or modified, and no such amendment, supplement or modification is contemplated or pending, and as nor does Purchaser have Knowledge that any of the date Lenders will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter that could affect the availability, conditionality, enforceability, termination or amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), together with cash on hand of Purchaser and its Subsidiaries on the Closing Date, shall provide Purchaser with cash proceeds on the Closing Date sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement, the respective commitments contained in Ancillary Agreements and the Equity Debt Commitment Letter, including payment of the Closing Purchase Price and the Final Purchase Price, and any fees and expenses of or payable by Purchaser, as and when contemplated by this Agreement, and to pay or otherwise perform all obligations of Purchaser under the Ancillary Agreements (such amounts, collectively, the “Financing Amounts”). (e) The Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity Commitment Letter is in full force and effect and is constitutes the legal, valid, binding and enforceable obligation obligations of Purchaser and all the other parties thereto, subject to the Enforceability Exceptionsthereto and is in full force and effect. Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffective. As of the date hereof, there are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter delivered to Sellers prior to the date hereof. As of the date hereof, no No event has occurred whichthat, with or without notice, lapse of time time, or both, would or would reasonably be expected to (A) could constitute a default default, breach or breach on the part of Purchaser or Sponsors under the Equity Commitment Letter, (B) constitute a failure to satisfy a condition precedent on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (C) result in any portion terms and conditions of the amounts to be provided, funded or invested in accordance with the Equity Debt Commitment Letter being unavailable on the Closing DateLetter. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Purchaser has no does not have any reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably be expected to cause, any of the conditions to the Equity Debt Financing contemplated by the Equity Commitment Letter to will not be satisfied by Purchaser on a timely basis or that the Debt Financing will not be available to Purchaser on the Closing Date. Purchaser has paid in full amount any and all commitment fees and other fees required to be paid pursuant to the terms of the Equity Financing contemplated by Debt Commitment Letter on or before the Equity date of this Agreement, and will pay in full any such amounts when due. The Debt Commitment Letter has not been modified, amended or altered as of the Execution Date, the Debt Commitment Letter will not be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment Letteramended, Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made in connection with modified or altered at any time through the Closing, except as permitted by Section 5.22 (iiwith any such amendment, modification or alteration promptly notified in writing to Seller), and none of the respective commitments under the Debt Commitment Letter have been terminated, reduced, withdrawn or rescinded in any respect and, to the Knowledge of Purchaser, no termination, reduction, withdrawal or rescission thereof is contemplated. (f) pay In no event shall the receipt or availability of any and all fees and expenses required funds or financing (including, for the avoidance of doubt, the Debt Financing) by Purchaser or any Affiliate or any other financing or other transactions be a condition to beany of Purchaser’s obligations under this Agreement.

Financial Ability to Perform. (a) The Purchaser affirms has as of the date hereof, and at Closing will have, sufficient Cash, available lines of credit or other sources of immediately available funds available to it, in each case sufficient, when taken together with the net Cash proceeds of the debt financing contemplated by the Debt Commitment Letter (as defined below), assuming such debt financing is funded, to enable the Purchaser to perform all of its obligations hereunder, including delivering the Closing Purchase Price and any amount required to be delivered by it in accordance with Section 2.07, as and when contemplated by this Agreement and to pay all related costs, fees and expenses of the Purchaser that is it not are necessary to consummate the Transactions, and the Purchaser has provided written evidence thereof to the Seller Parties prior to the date hereof. Without limiting Section 11.09, in no event shall the receipt or availability of any funds or financing by or to the Purchaser or any of its Affiliates, including any Debt Financing, or any other financing transaction be a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Concurrently with obligations of the execution of this AgreementPurchaser hereunder, including to consummate the Sponsors have entered into Transactions hereunder. (b) The Purchaser has delivered to the Equity Commitment LetterSeller Parties, on or prior to the date hereof, a true, complete and correct and complete copy of a duly executed debt commitment letter (as attached hereto as Exhibit F, including all related fee letters and side letters (as customarily redacted for a transaction of this nature with respect to fees, none of which has been provided redacted terms would reasonably be expected to Sellersadversely affect conditionality, amount or availability of the debt financing contemplated by the Debt Commitment Letter), and all exhibits, schedules, annexes, supplements and term sheets forming a part thereof), addressed to the Purchaser and dated as of the date hereof (as amended or modified only in accordance with Section 7.18, the “Debt Commitment Letter”), from the Financing Sources party thereto, pursuant to which such Financing Sources have committed to provide the Sponsors have committed, subject to Purchaser with debt financing for the terms and conditions transactions contemplated hereby in an aggregate amount as set forth therein, to (i) provide to Purchaser (directly or indirectly) equity financing up to an aggregate amount specified therein for purposes specified therein (the “Equity Financing”) to Purchaser and pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this Agreement. As of the date hereof, the Equity Debt Commitment Letter has not been amendedis a legal, supplemented or modified, valid and no such amendment, supplement or modification is contemplated or pending, and as binding obligation of the date Purchaser and, to the Knowledge of this Agreementthe Purchaser, the respective commitments contained in the Equity Commitment Letter have not been withdrawnother parties thereto, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity Commitment Letter is in full force and effect effect, and is enforceable against the legal, valid, binding and enforceable obligation of Purchaser and the other parties theretothereto in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. There are no side letters or other Contracts, agreements or understandings to which the Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffective. As of the date hereof, there are no conditions or other contingencies related its Affiliates is a party relating to the provision, funding or investing of debt financing contemplated by the full amount of the Equity Financing, Debt Commitment Letter other than as expressly set forth in the Equity Debt Commitment Letter. Except as specifically set forth in the Debt Commitment Letter, (i) there are no conditions precedent to the obligations of any Financing Sources to fund the debt financing contemplated by the Debt Commitment Letter delivered and (ii) there are no contingencies pursuant to Sellers prior any Contract, agreement or other understanding relating to the date hereoftransactions contemplated hereby to which the Purchaser or any of its Affiliates is a party that would permit the Financing Sources to reduce the total amount of the debt financing contemplated by the Debt Commitment Letter or impose any additional condition precedent that would adversely affect, prevent or delay the availability of the debt financing contemplated by the Debt Commitment Letter. As of the date hereofof this Agreement, (i) the Debt Commitment Letter has not been amended or modified (and no such amendment or modification is contemplated as of the date of this Agreement) and (ii) the commitments set forth in the Debt Commitment Letter have not been withdrawn or rescinded in any respect (and no such withdrawal or rescission is contemplated as of the date of this Agreement). No event has occurred occurred, and the Purchaser has not received any notice or other communication from any other party to the Debt Commitment Letter with respect to the occurrence of any event, which, with or without notice, lapse of time or both, would or would could reasonably be expected to (A) result in any breach by the Purchaser of, or constitute a default by the Purchaser under, any term or breach on condition to closing of the part of Purchaser or Sponsors under the Equity Debt Commitment Letter, (B) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (C) result in any portion of the amounts to be provided, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. As and as of the date hereof, assuming to the satisfaction Knowledge of the conditions set forth Purchaser, no other party to the Debt Commitment Letter is in Section 7.1 and Section 7.2breach of the Debt Commitment Letter. The Purchaser (i) is not aware of any fact or occurrence that makes any of the representations or warranties of the Purchaser in the Debt Commitment Letter inaccurate in any material respect, Purchaser (ii) has no reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably it will be expected unable to cause, any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter to not be satisfied satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter and (iii) has no reason to believe that the full amount any portion of the Equity Financing debt financing contemplated by the Equity Debt Commitment Letter required to consummate the transactions contemplated hereby will not be made available to the Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment Letter, The Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made in connection with the Closing, (ii) pay has fully paid any and all commitment fees and expenses other fees required by the Debt Commitment Letter to bebe paid as of the date of this Agreement. To the extent this Agreement must be in a form acceptable to any Financing Source(s), such Financing Source(s) have approved this Agreement.

Financial Ability to Perform. (a) The Purchaser affirms has as of the date hereof, and at Closing will have, sufficient Cash, available lines of credit or other sources of immediately available funds available to it, in each case sufficient, when taken together with the net Cash proceeds of the debt financing contemplated by the Debt Commitment Letter (as defined below), assuming such debt financing is funded, to enable the Purchaser to perform all of its obligations hereunder, including delivering the Closing Purchase Price and any amount required to be delivered by it in accordance with Section 2.07, as and when contemplated by this Agreement and to pay all related costs, fees and expenses of the Purchaser that is it not are necessary to consummate the Transactions, and the Purchaser has provided written evidence thereof to the Seller Parties prior to the date hereof. Without limiting Section 11.09, in no event shall the receipt or availability of any funds or financing by or to the Purchaser or any of its Affiliates, including any Debt Financing, or any other financing transaction be a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Concurrently with obligations of the execution of this AgreementPurchaser hereunder, including to consummate the Sponsors have entered into Transactions hereunder. (b) The Purchaser has delivered to the Equity Commitment LetterSeller Parties, on or prior to the date hereof, a true, complete and correct and complete copy of a duly executed debt commitment letter (as attached hereto as Exhibit F, including all related fee letters and side letters (as customarily redacted for a transaction of this nature with respect to fees, none of which has been provided redacted terms would reasonably be expected to Sellersadversely affect conditionality, amount or availability of the debt financing contemplated by the Debt Commitment Letter), and all exhibits, schedules, annexes, supplements and term sheets forming a part thereof), addressed to the Purchaser and dated as of the date hereof (as amended or modified only in accordance with Section 7.18, the “Debt Commitment Letter”), from the Financing Sources party thereto, pursuant to which such Financing Sources have committed to provide the Sponsors have committed, subject to Purchaser with debt financing for the terms and conditions transactions contemplated hereby in an aggregate amount as set forth therein, to (i) provide to Purchaser (directly or indirectly) equity financing up to an aggregate amount specified therein for purposes specified therein (the “Equity Financing”) to Purchaser and pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this Agreement. As of the date hereof, the Equity Debt Commitment Letter has not been amendedis a legal, supplemented or modifiedvalid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, is in full force and effect, and is enforceable against the parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. There are no such amendmentside letters or other Contracts, supplement agreements or modification understandings to which the Purchaser or any of its Affiliates is a party relating to the debt financing contemplated by the Debt Commitment Letter other than as expressly set forth in the Debt Commitment Letter. Except as specifically set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of any Financing Sources to fund the debt financing contemplated by the Debt Commitment Letter and there are no contingencies pursuant to any Contract, agreement or pendingother understanding relating to the transactions contemplated hereby to which the Purchaser or any of its Affiliates is a party that would permit the Financing Sources to reduce the total amount of the debt financing contemplated by the Debt Commitment Letter or impose any additional condition precedent that would adversely affect, and as prevent or delay the availability of the debt financing contemplated by the Debt Commitment Letter. As of the date of this Agreement, the respective Debt Commitment Letter has not been amended or modified (and no such amendment or modification is contemplated as of the date of this Agreement) and the commitments contained set forth in the Equity Debt Commitment Letter have not been withdrawn, terminated withdrawn or rescinded in any respect (and no such withdrawal, termination withdrawal or rescission is contemplated. As contemplated as of the date hereofof this Agreement). No event has occurred, and the Equity Purchaser has not received any notice or other communication from any other party to the Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, subject with respect to the Enforceability Exceptions. Purchaser is not aware occurrence of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffective. As of the date hereofevent, there are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter delivered to Sellers prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would could reasonably be expected to (A) result in any breach by the Purchaser of, or constitute a default by the Purchaser under, any term or breach on condition to closing of the part of Purchaser or Sponsors under the Equity Debt Commitment Letter, (B) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (C) result in any portion of the amounts to be provided, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. As and as of the date hereof, assuming to the satisfaction Knowledge of the conditions set forth Purchaser, no other party to the Debt Commitment Letter is in Section 7.1 and Section 7.2breach of the Debt Commitment Letter. The Purchaser (i) is not aware of any fact or occurrence that makes any of the representations or warranties of the Purchaser in the Debt Commitment Letter inaccurate in any material respect, Purchaser (ii) has no reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably it will be expected unable to cause, any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter to not be satisfied satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter and (iii) has no reason to believe that the full amount any portion of the Equity Financing debt financing contemplated by the Equity Debt Commitment Letter required to consummate the transactions contemplated hereby will not be made available to the Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment Letter, The Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made in connection with the Closing, (ii) pay has fully paid any and all commitment fees and expenses other fees required by the Debt Commitment Letter to bebe paid as of the date of this Agreement. To the extent this Agreement must be in a form acceptable to any Financing Source(s), such Financing Source(s) have approved this Agreement.

Financial Ability to Perform. The Purchaser affirms that is it not a condition has delivered to the Closing or Sellers true, correct and complete copies of the Purchaser’s commitment letters, related fee letters, engagement letters and all related agreements (collectively, the “Debt Financing Commitments”), pursuant to any which certain lenders who are parties to such Debt Financing Commitments (the “Lenders”) have committed to provide up to an aggregate of not less than $200 million of debt financing to the Purchaser and its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of Affiliates in order to finance the transactions contemplated by this Agreement. Concurrently with As of the execution Closing Date, assuming the consummations of this Agreementthe financing transactions contemplated by the Debt Financing Commitments, the Sponsors Purchaser and its Affiliates will have entered into the Equity Commitment Letter, sufficient funds available (as a true, correct and complete copy result of which has been provided to Sellers, pursuant to which the Sponsors have committed, subject to the terms and conditions debt financing set forth therein, to (i) provide to Purchaser (directly or indirectly) equity financing up to an aggregate amount specified therein for purposes specified therein (in the “Equity Financing”Debt Financing Commitments and otherwise) to enable the Purchaser and pursuant its Affiliates to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with consummate the transactions contemplated by this Agreement. As of the date hereof, the Equity Commitment Letter has not been amended, supplemented or modified, and no such amendment, supplement or modification is contemplated or pending, and as of Debt Financing Commitments delivered to the date of this Agreement, the respective commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity Commitment Letter is Sellers are in full force and effect. There are no other agreements, contracts, documents or other instruments in effect and is the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, subject relating to the Enforceability ExceptionsDebt Financing Commitments that subject the commitments undertaken therein to any condition not expressly provided for therein. Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any The aggregate proceeds of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters financings to be ineffective. As of the date hereof, there are no conditions or other contingencies related provided pursuant to the provision, funding or investing of the full amount of the Equity Financing, Debt Financing Commitments together with other than as expressly set forth in the Equity Commitment Letter delivered to Sellers prior funds available to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of Purchaser or Sponsors under the Equity Commitment Letter, (B) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (C) result in any portion of the amounts to be provided, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Purchaser has no reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably be expected to cause, any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter to not be satisfied on a timely basis or that the full amount of the Equity Financing contemplated by the Equity Commitment Letter will not be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds be sufficient to (i) make all payments contemplated under Article II that are to be made in connection with pay the Closing, (ii) pay any Final Purchase Price and all fees and expenses required to bebe paid as a condition to the consummation of such financings. The Purchaser has no reason to believe, as of the date hereof, that such aggregate proceeds shall not be available or that the Debt Financing Commitments shall not be funded, and the Purchaser has not made any material misrepresentation with respect to the Purchaser in connection with obtaining the Debt Financing Commitments.

Financial Ability to Perform. Purchaser affirms that it is it not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any for the consummation of the transactions contemplated by this Agreement. Concurrently Purchaser has delivered to Seller true, complete and correct copies of: (a) the executed commitment letter, dated as of the date hereof between Purchaser and PNC Bank, National Association (together with any other Person that provides a commitment under the execution of this Agreement, the Sponsors have entered into the Equity Debt Commitment Letter or any Alternative Financing Commitment Letter, the “Debt Financing Sources”) (including all exhibits, schedules and annexes thereto, and the executed fee letter associated therewith redacted in a truemanner as described below, correct and complete copy of which has been provided to Sellerscollectively, the “Debt Commitment Letter”), pursuant to which the Sponsors Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to provide the aggregate amounts set forth therein (ithe “Debt Financing”) provide for the purposes of funding the Financing Uses and (b) the executed commitment letter, dated as of the date hereof, among Purchaser, the Guarantor and the other parties thereto (including all exhibits, schedules and annexes thereto, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), pursuant to Purchaser (directly or indirectly) equity financing up which the Guarantor has committed, subject to an the terms and conditions set forth therein, to invest cash in the aggregate amount specified therein for purposes specified set forth therein (the “Equity Financing”) to Purchaser and pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection ” and, together with this Agreement. As of the date hereofDebt Financing, the “Financing”). The Equity Commitment Letter has not provides, subject to the terms and conditions thereof, that Seller is a third party beneficiary thereto. None of the Commitment Letters have been amended, supplemented or modifiedmodified prior to the date of this Agreement, and no such amendment, supplement or modification is contemplated or pendingpending as of the date of this Agreement, and as of the date of this Agreement, the respective commitments contained in the Equity Commitment Letter Letters have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Except for the fee letter referred to above, a complete copy of which has been provided to Seller, with only fee amounts and other economic terms contained therein redacted (provided that Purchaser represents and warrants that such redacted provisions in such fee letters do not permit the imposition of any new or additional conditions (or the modification or expansion of any existing conditions) with respect to the Debt Financing to be funded on the Closing Date or any reduction in the amount of the Debt Financing) and customary expense reimbursement letters with respect to the Debt Financing (none of which contain provisions adversely affect the amount, conditionality, enforceability, termination or availability of the Debt Financing), there are no side letters or Contracts to which Purchaser is a party related to the provision, funding or investing, as applicable, of the Financing or the transactions contemplated hereby other than as expressly set forth in the Commitment Letters delivered to Seller prior to the date hereof. Purchaser has fully paid any and all commitment fees or other fees in connection with the Commitment Letters to be paid on or before the date of this Agreement, and, subject to the terms of the Commitment Letters, will pay any and all such fees due on or before the Closing Date in accordance with the terms of the Commitment Letters. As of the date hereof, the Equity Commitment Letter is Letters are in full force and effect and is are the legal, valid, binding and enforceable obligation obligations of Purchaser and and, to the Knowledge of Purchaser, each of the other parties thereto, subject to the Enforceability Exceptions. , and, assuming satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2, Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any prevent the funding of the assumptions or any of Financing on the statements set forth Closing Date in an amount not less than the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffectiveFinancing Uses. As of the date hereof, there There are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity FinancingFinancing on the Closing Date in an amount not less than the Financing Uses (including pursuant to any market flex provisions in the fee letter or otherwise), other than as expressly set forth in the Equity Commitment Letter Letters delivered to Sellers Seller prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (Ai) constitute a default or breach on the part of Purchaser or Sponsors or, to the Knowledge of Purchaser, any other party thereto under any of the Equity Commitment LetterLetters, (Bii) constitute a failure to satisfy a condition on the part of Purchaser or or, to the Knowledge of Purchaser, any other party thereto under the Equity Commitment Letter Letters or (Ciii) result in any portion of the amounts to be provided, funded or on the Closing Date in accordance with the Commitment Letters being unavailable on the Closing Date in an amount at least equal to the amount of Financing Uses. Assuming the Financing is funded and/or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Purchaser has no reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably be expected to cause, any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter to not be satisfied on a timely basis or that the full amount of the Equity Financing contemplated by the Equity Commitment Letter will not be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment LetterLetters, Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made in connection with pay the Closingaggregate Closing Purchase Price, (ii) pay any and all fees and expenses required to bebe paid by Purchaser on the Closing Date in connection with the transactions contemplated by this Agreement and the Financing, and (iii) assuming the accuracy of the representations in Section 3.12(a)(iv) and compliance with the covenant contained in Section 5.2(b)(vii) pay for any refinancing of any outstanding Indebtedness of the Company Group or the Business contemplated by this Agreement to be paid by Purchaser on the Closing Date (clauses (i) through (iii), the “Financing Uses”). Each of Purchaser affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Purchaser obtain the Financing or any other financing for or related to any of the transactions contemplated hereby.

Financial Ability to Perform. (a) Purchaser affirms has available to it as of the date hereof, and will have available to it at the Closing, immediately available funds sufficient to enable Purchaser to perform its obligations hereunder (including payment of the Estimated Purchase Price and the Purchase Price and any other amounts payable by Purchaser hereunder or under any other Transaction Document) and to pay all other amounts payable in connection with the transactions contemplated hereby and thereby (including all of Purchaser’s and its Affiliates’ costs and expenses incurred in the evaluation, negotiation and execution of the Transaction and the other transactions contemplated hereby and the repayment of any Indebtedness that is it not required to be or contemplated to be repaid in connection therewith) (the “Payment Amounts”). Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing by or to Purchaser or any of its Affiliates or any other financing transaction be a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Concurrently with the execution obligations of this Agreement, the Sponsors have entered into the Equity Commitment Letter, Purchaser hereunder. (b) Purchaser has delivered to Seller a true, complete and correct and complete copy of which has been provided to Sellersthe fully executed debt commitment letter, dated as of the date of this Agreement (together with all exhibits and schedules thereto, the “Debt Commitment Letter”), pursuant to which the Sponsors Financing Entities party thereto have committedagreed, upon the terms and subject to the terms and conditions set forth therein, to (i) provide to Purchaser (directly or indirectly) equity debt financing up to an aggregate amount specified therein for purposes specified in amounts set forth therein (the “Equity Financing”). (c) to Purchaser and pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this Agreement. As of the date hereof, the Equity Commitment Letter has not been amended, supplemented or modified, and no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the respective commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity The Debt Commitment Letter is in full force and effect and is constitutes the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Purchaser is not aware effect of any fact Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or occurrence existing on preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the date hereof that would effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffectiveat law). As of the date hereof, there There are no conditions or other contingencies precedent related to the provision, funding or investing of the full amount of the Equity Financing or any contingencies that could permit the Financing Entities to reduce the total amount of the Financing, including any condition or other contingency relating to the amount of availability of the Financing pursuant to any “flex” provision, other than as expressly set forth in the Equity Debt Commitment Letter. (d) Except as expressly permitted under Section 5.17(b), the Debt Commitment Letter delivered to Sellers prior to the date hereof. As has not been amended or modified in any manner as of the date hereof, and the commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by the Financing Entities or Purchaser or, to the Knowledge of Purchaser, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Purchaser or, to the Knowledge of Purchaser, the Financing Entities or any other party thereto. Purchaser is not in default or breach under the Debt Commitment Letter and no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of Purchaser or Sponsors under the Equity Commitment Letter, (B) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Debt Commitment Letter. (e) Purchaser has no reason to believe that (i) any of the conditions precedent expressly set forth in the Debt Commitment Letter will not be satisfied on or prior to the Closing Date or (ii) the Financing contemplated by the Debt Commitment Letter will not be available to Purchaser on the Closing Date or at any time thereafter. (f) There are no side letters, understandings or other agreements or arrangements relating to the Debt Commitment Letter or (C) result the Financing to which Purchaser or any of its Affiliates is a party that could affect the Financing contemplated by the Debt Commitment Letter in any portion respect. Purchaser or an Affiliate of Purchaser on its behalf has fully paid any and all commitment fees or other fees and amounts required by the amounts Debt Commitment Letter to be providedpaid on or prior to the date of this Agreement, and will pay in full any such amounts due after the date hereof as and when due. (g) The Financing, when funded or invested in accordance with the Equity Debt Commitment Letter being unavailable and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), will provide Purchaser with cash proceeds on the Closing DateDate sufficient to enable Purchaser to perform its obligations hereunder (including payment of the Estimated Purchase Price and the Purchase Price and any other amounts payable by Purchaser hereunder or under any other Transaction Document) and to pay the Payment Amounts. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2this Agreement, Purchaser has no reason to believe that, that the representations and is warranties contained in the immediately preceding sentence will not aware be true at and as of the existence Closing Date. (h) Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any fact funds or event that would or would reasonably be expected to cause, any of financing (including the conditions to the Equity Financing contemplated by the Equity Debt Commitment Letter Letter) by or to not Purchaser or any of its Affiliates or any other financing transaction be satisfied on a timely basis or that the full amount condition to any of the Equity Financing contemplated by the Equity Commitment Letter will not be made available to obligations of Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made in connection with the Closing, (ii) pay any and all fees and expenses required to behereunder.

Financial Ability to Perform. Purchaser affirms that (a) Attached hereto as Exhibit B is it not a condition true and complete copy of an executed debt commitment letter and related term sheets (the “Debt Commitment Letter”), entered into on or prior to the Closing or date hereof, from the Debt Financing Sources pursuant to any which, and subject to the terms and conditions of its other obligations under which, the Debt Financing Sources have committed, subject to the Debt Financing Conditions, to provide loans in the amounts set forth therein for the purposes of consummating the transactions contemplated by this Agreement that on the Closing Date, and to pay the fees and expenses of the Purchaser obtain financing forin connection with the negotiation, or related toexecution and delivery of this Agreement and the definitive documents contemplated in the Debt Commitment Letter and the consummation of the transactions contemplated hereby and thereby (the “Debt Financing”). The net proceeds from the Debt Financing (including after giving effect to all “flex” provisions contained therein), any together with cash on hand of the Purchaser, will be sufficient to consummate the transactions contemplated by this Agreement. Concurrently with , including without limitation, the execution payment of any fees and expenses payable hereunder on the Closing Date by the Purchaser. (b) The Debt Commitment Letter is in full force and effect as of the date of this AgreementAgreement and is the legal, valid and binding obligation of the Sponsors have entered into Purchaser and, to the Equity Commitment LetterKnowledge of Purchaser, a trueeach of the other parties thereto, correct and complete copy of which has been provided to Sellers, pursuant to which the Sponsors have committed, subject to enforceable in accordance with the terms and conditions set forth thereinthereof, to (i) provide to Purchaser (directly or indirectly) equity financing up to an aggregate amount specified therein for purposes specified therein (except as may be limited by the “Equity Financing”) to Purchaser and pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this AgreementEquitable Exceptions. As of the date hereofof this Agreement, (i) the Equity Debt Commitment Letter has not been terminated, amended, supplemented or modifiedmodified in any respect, and no such amendmentamendment to the Debt Commitment Letter is contemplated, supplement and (ii) none of the commitments set forth in the Debt Commitment Letter has been withdrawn or modification rescinded in any respect. As of the date of this Agreement, no Debt Financing Source has notified Purchaser of (A) its intention to terminate the Debt Commitment Letter or not to provide any or all of the Debt Financing or (B) any fact, condition, event or circumstance that would reasonably be expected to prevent the Debt Financing from being consummated and funded in full in accordance with, and within the time periods set forth in, the Debt Commitment Letter. (c) The Purchaser is contemplated or pendingnot in breach of any of the terms set forth in the Debt Commitment Letter, and as of the date of this Agreement, the respective commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, subject to the Enforceability Exceptions. Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffective. As of the date hereof, there are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter delivered to Sellers prior to the date hereof. As of the date hereofPurchaser’s Knowledge, no fact, condition, event or circumstance has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of Purchaser Purchaser, or Sponsors any other parties thereto, under any term of the Equity Debt Commitment Letter. There are no conditions precedent or other contingencies related to the consummation and funding of the full amount of the Debt Financing at the Closing, other than the conditions expressly set forth in this Agreement and the Debt Financing Conditions (collectively, the “Disclosed Conditions”). Except for this Agreement, standard fee letters with respect to fees and related arrangements with respect to the Debt Financing and the engagement letter and fee credit letter for the offering of Notes (as defined in the Debt Commitment Letter) contemplated by the Debt Commitment Letter, (B) constitute a failure none of which amend or modify the Debt Commitment Letter or the Disclosed Conditions in any respect, there are no side letters, understandings or other Contracts or arrangements to satisfy a condition on the part of which Purchaser or any other of its Affiliates is a party thereto under the Equity Commitment Letter or (C) result which in any portion of way affect, amend, modify or relate to the amounts to be provided, funded or invested in accordance with the Equity Debt Commitment Letter being unavailable on the Closing DateLetter. As of the date hereofof this Agreement, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Purchaser has no reason to believe that, and is not aware of the existence of any fact or event that would or would reasonably be expected to cause, any of the conditions to the Equity Debt Financing contemplated by the Equity Commitment Letter to Conditions which are within its control or influence will not be satisfied on a timely basis or before the Closing. The Purchaser has fully paid any and all commitment and other fees and other amounts that the full amount of the Equity Financing contemplated by the Equity Commitment Letter will not be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded in full in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds sufficient to (i) make all payments contemplated under Article II that are to be made been incurred in connection with the Debt Commitment Letter and are due and payable on or prior to the date of this Agreement in connection with the Debt Financing, and will pay, from the date hereof through the Closing, (ii) pay any all such commitment and all other fees and expenses required other amounts as they become due. For the avoidance of doubt, it is not a condition to beClosing under this Agreement for the Purchaser to obtain the Debt Financing or any alternative financing.