Common use of Financing Capability Clause in Contracts

Financing Capability. (i) The Purchaser has delivered to the Company a true and correct copy, including all exhibits, schedules or amendments thereto, of each of the Debt Commitment Letter, the Debt Fee Letter and the Equity Commitment Letter; provided, that the Debt Fee Letter has been redacted to omit fee amounts, “flex” provisions, pricing caps and other economic terms (none of which would adversely affect conditionality or reduce the amount available pursuant to the Debt Financing). Each of the Debt Commitment Letter and the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing and the Equity Financing, respectively, available to the Purchaser (and any Affiliates of the Purchaser named therein) on the terms therein. Except for the Debt Fee Letter and customary engagement letters, there are no side letters or other agreements, arrangements or understandings, whether written or oral, contingent or otherwise, with any Person relating to the availability, amount or conditionality of the Equity Financing or the Debt Financing, other than as set forth in the Debt Commitment Letter. (ii) The aggregate proceeds of the Debt Financing provided for in the Debt Commitment Letter, together with the Equity Financing provided for in the Equity Commitment Letter and $150,000,000 of cash of the Company, will be sufficient to consummate the Transactions and pay all other amounts, costs, fees and expenses related thereto. As of the date of this Agreement: (A) the Debt Commitment Letter and Equity Commitment Letter are in full force and effect, and neither the Debt Commitment Letter or the Equity Commitment Letter have been amended (and no waiver of any provision thereof has been requested or granted); (B) the commitments contained in the Debt Commitment Letter and the Equity Commitment Letter remain in full force and effect and have not been withdrawn or rescinded in any respect; and (C) assuming the conditions set forth in Section 6.2(1), Section 6.2(2) and Section 6.2(6) are satisfied, (x) no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach under either the Debt Commitment Letter or the Equity Commitment Letter on the part of the Purchaser (nor does the Purchaser have knowledge of any such event on the part of any other party thereto) and (y) the Purchaser has no reason to believe that any of the conditions to the Debt Financing or the Equity Financing will not be satisfied or that the Debt Financing or the Equity Financing will not be available to the Purchaser as of the Closing. (iii) As of the date hereof, the Purchaser has fully paid (or caused to be fully paid) all commitment fees or other fees and expenses which are due and payable on or prior to the date hereof in respect of the Debt Commitment Letter and the Equity Commitment Letter. (iv) Each of the Debt Commitment Letter and the Equity Commitment Letter constitute a valid and legally binding agreement of the Purchaser and, to the knowledge of the Purchaser, each other party thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof and is entitled to require the Purchaser to enforce such agreement.

Financing Capability. (ia) The Purchaser Parent has delivered entered into a sale-leaseback facility commitment letter with Drawbridge Special Opportunity Fund, LLC dated July 23, 2006 ("Drawbridge") and the Parent and the Merger Subsidiary have entered into a debt financing commitment letter from Credit Suisse Securities (USA) LLC and UBS Securities LLC (together with Drawbridge, the "Lenders") dated July 24, 2006 (the "Commitment Letters") pursuant to which the sale-leaseback facility and debt financing sources identified therein have committed to provide to the Company a true Parent up to $1.5 billion in the aggregate (the "Financing"), subject to the terms and correct copy, including all exhibits, schedules or amendments thereto, of each of the Debt Commitment Letter, the Debt Fee Letter conditions therein and the Equity Commitment Letter; provided, assuming that the Debt Fee Letter has been redacted to omit fee amounts, “flex” provisions, pricing caps and other economic terms (none of which would adversely affect conditionality or reduce the amount available pursuant to the Debt Financing). Each of the Debt Commitment Letter and the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing and the Equity Financing, respectively, available to the Purchaser (and any Affiliates of the Purchaser named therein) on the terms therein. Except for the Debt Fee Letter and customary engagement letters, there are no side letters or other agreements, arrangements or understandings, whether written or oral, contingent or otherwise, with any Person relating to the availability, amount or conditionality of the Equity Financing or the Debt Financing, other than as set forth in the Debt Commitment Letter. (ii) The aggregate proceeds Sections 6.1 and 6.2 are satisfied as of the Debt Financing provided for in the Debt Commitment Letter, together with the Equity Financing provided for in the Equity Commitment Letter Closing. The Parent has delivered correct and $150,000,000 of cash complete copies of the Commitment Letters to the Company, will be sufficient to consummate the Transactions and pay all other amounts, costs, fees and expenses related thereto. As of the date of this Agreement: hereof, the Commitment Letters (Ai) the Debt Commitment Letter and Equity Commitment Letter are in full force and effect, and neither the Debt Commitment Letter or the Equity Commitment Letter have been amended (and no waiver of any provision thereof has been requested or granted); (B) the commitments contained in the Debt Commitment Letter and the Equity Commitment Letter remain in full force and effect and have not been withdrawn or rescinded in any respect; and (C) assuming the conditions set forth in Section 6.2(1), Section 6.2(2) and Section 6.2(6ii) are satisfied, (x) no event has occurred binding and no circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach under either enforceable against the Debt Commitment Letter or the Equity Commitment Letter on the part of the Purchaser (nor does the Purchaser have knowledge of any such event on the part of any other party thereto) and (y) the Purchaser has no reason to believe that any of the conditions to the Debt Financing or the Equity Financing will not be satisfied or that the Debt Financing or the Equity Financing will not be available to the Purchaser as of the Closing. (iii) As of the date hereof, the Purchaser has fully paid (or caused to be fully paid) all commitment fees or other fees and expenses which are due and payable on or prior to the date hereof in respect of the Debt Commitment Letter and the Equity Commitment Letter. (iv) Each of the Debt Commitment Letter and the Equity Commitment Letter constitute a valid and legally binding agreement of the Purchaser Parent and, to the knowledge of the PurchaserParent, each of the other party thereto, enforceable parties thereto in accordance with its their respective terms, subject, as to enforceability, to except that (A) such enforcement may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or similar Laws of general applicability relating to or affecting enforcement of creditors’ ' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general principles the discretion of equity. The Equity Commitment Letter providesthe court before which any proceeding therefor may be brought, and will continue (iii) have not been amended or terminated in any manner adverse to providethe Company. As of the date of this Agreement, the Parent does not believe that the Company is Commitment Letters will be terminated or amended in any material respect in a third-party beneficiary thereof manner adverse to the Company. As of the date of this Agreement, the Lenders have not advised Parent, Merger Subsidiary or any of their respective Affiliates of any facts which cause them to believe the financings contemplated by the Commitment Letters will not be consummated substantially in accordance with the terms thereof. All commitment fees and is entitled other fees required to require be paid pursuant to the Purchaser Commitment Letters on or prior to enforce such agreementthe date hereof have been paid. (b) To the knowledge of the Parent, as of the date hereof, there are no conditions precedent related to the funding of the Financing other than as set forth in the Commitment Letters.

Financing Capability. (i) The Purchaser As of the date hereof, Parent has delivered to the Company a duly executed copies of the equity commitment letter, dated as of June 23, 2016 between Parent and Guarantor (the “Equity Financing Commitment”), pursuant to which such Person has committed to invest, subject solely to the terms and conditions set forth therein, the amount set forth therein (the “Equity Financing”). Assuming that (x) the conditions set forth in Section 8.1 have been satisfied, (y) the representations and warranties made by the Company are true and correct copy(without giving effect to any Material Adverse Effect or materiality qualifier or exception contained therein), including and (z) the Company has performed and complied with all exhibits, schedules or amendments thereto, of each of the Debt Commitment Lettercovenants and agreements required to be performed by it hereunder, the Debt Fee Letter and the Equity Commitment Letter; provided, that the Debt Fee Letter has been redacted aggregate proceeds contemplated to omit fee amounts, “flex” provisions, pricing caps and other economic terms (none of which would adversely affect conditionality or reduce the amount available be disbursed pursuant to the Debt Financing). Each of the Debt Equity Financing Commitment Letter together with cash and the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing and the Equity Financing, respectively, cash equivalents available to the Purchaser (and any Affiliates of the Purchaser named therein) on the terms therein. Except for the Debt Fee Letter and customary engagement lettersParent, there are no side letters or other agreementswill, arrangements or understandings, whether written or oral, contingent or otherwise, with any Person relating to the availability, amount or conditionality of the Equity Financing or the Debt Financing, other than as set forth in the Debt Commitment Letter. (ii) The aggregate proceeds of the Debt Financing provided for in the Debt Commitment Letteraggregate, together with the Equity Financing provided for in the Equity Commitment Letter and $150,000,000 of cash of the Company, will be sufficient for Parent to consummate the Transactions Merger, to pay the total Merger Consideration, to repay or refinance in full existing Indebtedness of the Company and its Subsidiaries in accordance with the Payoff Letters, and to pay all other amounts, costs, the fees and expenses related theretoincurred in connection with the transactions contemplated hereby. As of the date of this Agreement: (A) the Debt Commitment Letter and Equity Commitment Letter are in full force and effectAgreement Date, and neither the Debt Commitment Letter or the Equity Commitment Letter have been amended (and no waiver of any provision thereof has been requested or granted); (B) the commitments contained Financing Commitment, in the Debt Commitment Letter form provided to the Company, is a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). As of the Agreement Date, the Equity Financing Commitment Letter remain is in full force and effect and have has not been amended, modified, withdrawn or rescinded in any respect; and . As of the Agreement Date, there are no conditions precedent or contingencies, whether oral or written, related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Financing Commitment. As of the Agreement Date, no event has occurred which would result in any breach or violation of or constitute a default (Cor an event which with notice or lapse of time or both would become a default) by Parent under the Equity Financing Commitment, and, assuming the satisfaction of the conditions set forth in Section 6.2(1)Sections 8.1 and 8.2, Section 6.2(2) and Section 6.2(6) are satisfied, (x) no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach under either the Debt Commitment Letter or the Equity Commitment Letter on the part as of the Purchaser (nor Agreement Date, Parent does the Purchaser not have knowledge of any such event on the part of any other party thereto) and (y) the Purchaser has no reason to believe that any of the conditions to the Debt Financing or the Equity Financing will not be satisfied or that the Debt Financing or the Equity Financing will not be available to Parent on the Purchaser as of the ClosingClosing Date. (iii) As of the date hereof, the Purchaser has fully paid (or caused to be fully paid) all commitment fees or other fees and expenses which are due and payable on or prior to the date hereof in respect of the Debt Commitment Letter and the Equity Commitment Letter. (iv) Each of the Debt Commitment Letter and the Equity Commitment Letter constitute a valid and legally binding agreement of the Purchaser and, to the knowledge of the Purchaser, each other party thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof and is entitled to require the Purchaser to enforce such agreement.

Financing Capability. (ia) The Purchaser Parent is party to that certain executed Amended and Restated Loan and Security Agreement dated November 15, 2018 by and among Parent, lenders and Bank of America, N.A., as agent for such lenders, and that certain executed Loan and Security Agreement dated November 15, 2018 by and among Parent, lenders and TCW Asset Management Company LLC, as agent for such lenders (the “Debt Facilities”), and pursuant to which the issuing financial institution has delivered committed, except as disclosed on Schedule 4.3, on the terms and subject to the Company a true conditions set forth therein, to provide debt financing sufficient to satisfy Parent’s and correct copyBuyer’s obligations hereunder, including all exhibits, schedules or amendments thereto, of each the payment of the Purchase Price (the “Debt Commitment LetterFinancing”). As of the date hereof, the Debt Fee Letter Facilities are in full force and effect and do not contain any material misrepresentations by Parent. As of the Equity Commitment Letter; provideddate hereof, that the Debt Fee Letter has Facilities have not been redacted to omit fee amountsamended or modified, “flex” provisionsterminated or rescinded in any respect, pricing caps and other economic terms (none of which would adversely affect conditionality or reduce the amount available pursuant and, to the Debt Financing). Each knowledge of the Debt Commitment Letter and the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing and the Equity FinancingParent, respectively, available to the Purchaser (and any Affiliates of the Purchaser named therein) on the terms thereinno such withdrawal or rescission is contemplated. Except for the Debt Fee Letter and customary engagement lettersas disclosed on Schedule 4.3, there are no side letters conditions precedent or other agreements, arrangements or understandings, whether written or oral, contingent or otherwise, with any Person relating contingencies related to the availability, amount or conditionality funding of the Equity Financing or full amount of the Debt Financing, at the Closing other than as the conditions set forth in the Debt Commitment Letter. (ii) The aggregate proceeds of the Debt Financing provided for this Agreement and in the Debt Commitment LetterFacilities. Except as disclosed on Schedule 4.3, together with the Equity Financing provided for in the Equity Commitment Letter and $150,000,000 of cash of the Company, will be sufficient to consummate the Transactions and pay all other amounts, costs, fees and expenses related thereto. As as of the date of this Agreement: (A) the Debt Commitment Letter and Equity Commitment Letter are in full force and effect, and neither the Debt Commitment Letter or the Equity Commitment Letter have been amended (and no waiver of any provision thereof has been requested or granted); (B) the commitments contained in the Debt Commitment Letter and the Equity Commitment Letter remain in full force and effect and have not been withdrawn or rescinded in any respect; and (C) assuming the conditions set forth in Section 6.2(1), Section 6.2(2) and Section 6.2(6) are satisfied, (x) no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would or would be reasonably expected to constitute a default or breach under either the Debt Commitment Letter or the Equity Commitment Letter on the part of Parent or its Affiliates, as the Purchaser (nor does case may be, and to the Purchaser have knowledge of any such event on Parent or its Affiliates, as the part of case may be, any other party parties thereto) and (y) the Purchaser has no reason to believe that , under any term or condition of the conditions to the Debt Financing or the Equity Financing will not be satisfied or that the Debt Financing or the Equity Financing will not be available to the Purchaser as of the Closing. (iii) Facilities. As of the date hereof, the Purchaser has fully paid (or caused to be fully paid) all commitment fees there are no side letters or other fees and expenses which are due and payable on or prior arrangements related to the date hereof in respect funding of the Debt Commitment Letter and Financing other than as expressly set forth in or expressly contemplated by the Equity Commitment LetterDebt Facilities or as set forth on Schedule 4.3. (ivb) Each of The aggregate proceeds to be disbursed pursuant to the Debt Commitment Letter Facilities will be sufficient, together with cash on hand at Parent, to enable each of Parent and Buyer to (i) satisfy of all of its obligations under this Agreement and the Equity Commitment Letter constitute Related Agreements to which either Parent or Buyer is a valid and legally binding agreement of the Purchaser and, to the knowledge of the Purchaser, each other party thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The Equity Commitment Letter providesparty, and will continue (ii) to provide, that consummate the Company transactions contemplated by this Agreement and the Related Agreements to which Parent or Buyer is a third-party beneficiary thereof and is entitled party, including all amounts required to require the Purchaser be paid pursuant to enforce such agreementthis Agreement.

Financing Capability. (ia) The Purchaser Parent has delivered entered into a sale-leaseback facility commitment letter with Drawbridge Special Opportunity Fund, LLC dated July 22, 2006 (“Drawbridge”) and the Parent and the Merger Subsidiary have entered into a debt financing commitment letter from Credit Suisse Securities (USA) LLC and UBS Securities LLC (together with Drawbridge, the “Lenders”) dated July 24, 2006 (the “Commitment Letters”) pursuant to which the sale-leaseback facility and debt financing sources identified therein have committed to provide to the Company a true Parent up to $1.5 billion in the aggregate (the “Financing”), subject to the terms and correct copy, including all exhibits, schedules or amendments thereto, of each of the Debt Commitment Letter, the Debt Fee Letter conditions therein and the Equity Commitment Letter; provided, assuming that the Debt Fee Letter has been redacted to omit fee amounts, “flex” provisions, pricing caps and other economic terms (none of which would adversely affect conditionality or reduce the amount available pursuant to the Debt Financing). Each of the Debt Commitment Letter and the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing and the Equity Financing, respectively, available to the Purchaser (and any Affiliates of the Purchaser named therein) on the terms therein. Except for the Debt Fee Letter and customary engagement letters, there are no side letters or other agreements, arrangements or understandings, whether written or oral, contingent or otherwise, with any Person relating to the availability, amount or conditionality of the Equity Financing or the Debt Financing, other than as set forth in the Debt Commitment Letter. (ii) The aggregate proceeds Sections 6.1 and 6.2 are satisfied as of the Debt Financing provided for in the Debt Commitment Letter, together with the Equity Financing provided for in the Equity Commitment Letter Closing. The Parent has delivered correct and $150,000,000 of cash complete copies of the Commitment Letters to the Company, will be sufficient to consummate the Transactions and pay all other amounts, costs, fees and expenses related thereto. As of the date of this Agreement: hereof, the Commitment Letters (Ai) the Debt Commitment Letter and Equity Commitment Letter are in full force and effect, and neither the Debt Commitment Letter or the Equity Commitment Letter have been amended (and no waiver of any provision thereof has been requested or granted); (B) the commitments contained in the Debt Commitment Letter and the Equity Commitment Letter remain in full force and effect and have not been withdrawn or rescinded in any respect; and (C) assuming the conditions set forth in Section 6.2(1), Section 6.2(2) and Section 6.2(6ii) are satisfied, (x) no event has occurred binding and no circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach under either enforceable against the Debt Commitment Letter or the Equity Commitment Letter on the part of the Purchaser (nor does the Purchaser have knowledge of any such event on the part of any other party thereto) and (y) the Purchaser has no reason to believe that any of the conditions to the Debt Financing or the Equity Financing will not be satisfied or that the Debt Financing or the Equity Financing will not be available to the Purchaser as of the Closing. (iii) As of the date hereof, the Purchaser has fully paid (or caused to be fully paid) all commitment fees or other fees and expenses which are due and payable on or prior to the date hereof in respect of the Debt Commitment Letter and the Equity Commitment Letter. (iv) Each of the Debt Commitment Letter and the Equity Commitment Letter constitute a valid and legally binding agreement of the Purchaser Parent and, to the knowledge of the PurchaserParent, each of the other party thereto, enforceable parties thereto in accordance with its their respective terms, subject, as to enforceability, to except that (A) such enforcement may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or similar Laws of general applicability relating to or affecting enforcement of creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general principles the discretion of equity. The Equity Commitment Letter providesthe court before which any proceeding therefor may be brought, and will continue (iii) have not been amended or terminated in any manner adverse to providethe Company. As of the date of this Agreement, the Parent does not believe that the Company is Commitment Letters will be terminated or amended in any material respect in a third-party beneficiary thereof manner adverse to the Company. As of the date of this Agreement, the Lenders have not advised Parent, Merger Subsidiary or any of their respective Affiliates of any facts which cause them to believe the financings contemplated by the Commitment Letters will not be consummated substantially in accordance with the terms thereof. All commitment fees and is entitled other fees required to require be paid pursuant to the Purchaser Commitment Letters on or prior to enforce such agreementthe date hereof have been paid. (b) To the knowledge of the Parent, as of the date hereof, there are no conditions precedent related to the funding of the Financing other than as set forth in the Commitment Letters.

Financing Capability. (i) The Purchaser As of the date hereof, Parent has delivered to the Company a duly executed copies of the equity commitment letter, dated as of May 27, 2016 between Parent and Guarantor (the “Equity Financing Commitment”), pursuant to which such Person has committed to invest, subject solely to the terms and conditions set forth therein, the amount set forth therein (the “Equity Financing”). Assuming that (x) the conditions set forth in Section 8.1 have been satisfied, (y) the representations and warranties made by the Company are true and correct copy(without giving effect to any Material Adverse Effect or materiality qualifier or exception contained therein), including and (z) the Company has performed and complied with all exhibits, schedules or amendments thereto, of each of the Debt Commitment Lettercovenants and agreements required to be performed by it hereunder, the Debt Fee Letter and the Equity Commitment Letter; provided, that the Debt Fee Letter has been redacted aggregate proceeds contemplated to omit fee amounts, “flex” provisions, pricing caps and other economic terms (none of which would adversely affect conditionality or reduce the amount available be disbursed pursuant to the Debt Financing). Each of the Debt Equity Financing Commitment Letter together with cash and the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing and the Equity Financing, respectively, cash equivalents available to the Purchaser (and any Affiliates of the Purchaser named therein) on the terms therein. Except for the Debt Fee Letter and customary engagement lettersParent, there are no side letters or other agreementswill, arrangements or understandings, whether written or oral, contingent or otherwise, with any Person relating to the availability, amount or conditionality of the Equity Financing or the Debt Financing, other than as set forth in the Debt Commitment Letter. (ii) The aggregate proceeds of the Debt Financing provided for in the Debt Commitment Letteraggregate, together with the Equity Financing provided for in the Equity Commitment Letter and $150,000,000 of cash of the Company, will be sufficient for Parent to consummate the Transactions Merger, to pay the total Merger Consideration, to repay or refinance in full existing Indebtedness of the Company and its Subsidiaries in accordance with the Payoff Letters, and to pay all other amounts, costs, the fees and expenses related theretoincurred in connection with the transactions contemplated hereby. As of the date of this Agreement: (A) the Debt Commitment Letter and Equity Commitment Letter are in full force and effectAgreement Date, and neither the Debt Commitment Letter or the Equity Commitment Letter have been amended (and no waiver of any provision thereof has been requested or granted); (B) the commitments contained Financing Commitment, in the Debt Commitment Letter form provided to the Company, is a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). As of the Agreement Date, the Equity Financing Commitment Letter remain is in full force and effect and have has not been amended, modified, withdrawn or rescinded in any respect; and . As of the Agreement Date, there are no conditions precedent or contingencies, whether oral or written, related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Financing Commitment. As of the Agreement Date, no event has occurred which would result in any breach or violation of or constitute a default (Cor an event which with notice or lapse of time or both would become a default) by Parent under the Equity Financing Commitment, and, assuming the satisfaction of the conditions set forth in Section 6.2(1)Sections 8.1 and 8.2, Section 6.2(2) and Section 6.2(6) are satisfied, (x) no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach under either the Debt Commitment Letter or the Equity Commitment Letter on the part as of the Purchaser (nor Agreement Date, Parent does the Purchaser not have knowledge of any such event on the part of any other party thereto) and (y) the Purchaser has no reason to believe that any of the conditions to the Debt Financing or the Equity Financing will not be satisfied or that the Debt Financing or the Equity Financing will not be available to Parent on the Purchaser as of the ClosingClosing Date. (iii) As of the date hereof, the Purchaser has fully paid (or caused to be fully paid) all commitment fees or other fees and expenses which are due and payable on or prior to the date hereof in respect of the Debt Commitment Letter and the Equity Commitment Letter. (iv) Each of the Debt Commitment Letter and the Equity Commitment Letter constitute a valid and legally binding agreement of the Purchaser and, to the knowledge of the Purchaser, each other party thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof and is entitled to require the Purchaser to enforce such agreement.