Common use of Financing Commitments Clause in Contracts

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent has delivered to the Company a true and complete, fully complete copy as of the date hereof of the executed copy of a financing commitment letter, dated as of June 11September 9, 20082015, between by and among Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc.Inc. and the other financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letter”) and a true and correct copy of any related fee letter (collectively, the “Ancillary Letters”) (provided that percentages and amount of (i) the fees, (ii) the economic provisions of the market flex, (iii) the fee-related provisions of the alternate transaction provisions and (iv) the successful syndication definition in the Ancillary Letters may be redacted). The Commitment Letter is in full force and effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to whichAgreement, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter Letter, in the form so delivered, is in full force and effect and constitutes the a legal, valid, valid and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not thereto (subject to any conditions precedentapplicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other than as expressly set forth laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming the Financing Commitment Letter. Subject to is received as contemplated by the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected net proceeds from the Financing, together with cash, cash equivalents and current financial assets of Parent and its Subsidiaries on hand, will be, as of the Closing Date, sufficient to satisfy all of the Parent’s obligations under this Agreement, including the payment of any Subject Indebtedness required to be sufficient for Parent and repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Surviving Company to pay the aggregate cash portion of Offer or the Merger Consideration and to pay all related fees other costs and expenses (including required to be paid or satisfied by Parent in connection with the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of transactions contemplated by this Agreement. As of the date of this AgreementThere are no side letters or other agreements, no event has occurred that would constitute a breach contracts or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party arrangements relating to the Financing contemplated by the Commitment Letter other than the Ancillary Letters and customary engagement letters, which engagement letters do not contain any condition to the availability or timing of the Financing contemplated by the Commitment Letter. As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by the Parent and (B) subject to the satisfaction of the conditions contained in Sections 6.1 Section 5.1 and 6.3Annex A hereof, Parent has no knowledge of does not have any facts or circumstances that are reasonably likely reason to result in any of the conditions to the Financing not being satisfied or believe that the Financing contemplated by the Commitment Letter will not be available to Parent on or Merger Sub at the Closing DateClosing. Parent has fully paid all commitment fees or other fees fees, if any, required by the Commitment Letter to be paid prior to the date of this Agreement pursuant Agreement. There are no conditions precedent or other contingencies related to the Financing funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letter.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.36.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent has delivered a to the Company true and completecomplete copies of (a) an executed commitment letter from each of the Guarantors to provide equity financing in an aggregate amount set forth therein (the “Equity Funding Letters”) and (b) an executed debt commitment letter (the “Commitment Letter”) from X.X. Xxxxxx Securities Inc., fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of AmericaJPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities Banc of America Bridge LLC and Xxxxxx Xxxxxxx Senior FundingBank of America, Inc., including all exhibits, schedules, and amendments N.A. to such letter provide debt financing in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts an aggregate amount set forth therein (the “Debt Financing,” and, together with the financing referred to in clause (a), the “Financing”) for the purpose of funding the transactions contemplated by this Agreement). None As of the respective commitments contained date hereof, each of the Equity Funding Letters and the Commitment Letter, in the Financing Commitment Letter has been withdrawnform so delivered, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the a legal, valid, valid and binding obligation of each of Parent and Merger Sub, as applicable, or Sub and, to the knowledge Knowledge of Parent, the other parties thereto. The Financing thereto and (assuming that such Equity Funding Letters and Commitment Letter constitute such obligations of such other parties) is in full force and effect. Other than as permitted pursuant to Section 7.12(a), none of the Equity Funding Letters or Commitment Letter has been amended or modified and the respective commitments contained in such letters have not subject been withdrawn, rescinded or terminated in any respect, and as of the date hereof (x) neither Parent nor Sub is in breach of any of the terms or conditions set forth therein and (y) to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth therein. Parent or Sub has paid any and all commitment or other fees required by the Equity Funding Letters or the Commitment Letter that are due as of the date hereof and will pay, after the date hereof, all such commitments and fees as they become due. Except for the payment of customary fees, there are no conditions precedentprecedent or other similar contractual contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Equity Funding Letters or the Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent Equity Funding Letters and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to Commitment Letter will be sufficient for Parent Sub and the Surviving Company Corporation to pay the aggregate cash portion of the Merger Consideration as contemplated by Section 3.1, to make any payments required or contemplated by Section 7.1 or Section 7.2 and to make any other repayment or refinancing of debt contemplated in the Equity Funding Letters or the Commitment Letter and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreementexpenses. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on assuming the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As accuracy of the date of this Agreement, representations and subject to the satisfaction of the conditions contained warranties set forth in Sections 6.1 and 6.3Article IV, Parent has no knowledge of does not have any facts or circumstances reason to believe that are reasonably likely to result in any of the conditions to the Financing will not being be satisfied or that the Financing will not be available to Parent Sub on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Suba) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of set forth herein, each Lender hereby severally agrees to make an Advance (such Advance, the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of “Initial Term Loan Advance”) to the Company on the Effective Date, in an aggregate amount equal to such Lender’s Initial Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Initial Term Loan Total Commitment. Initial Term Loan Advances once repaid may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Lender hereby severally agrees to make one or more Advances (such Advances, “Delayed Draw Term Loan Advances”) available to the Company after the Effective Date and on or prior to the Delayed Draw Term Loan Termination Date, in Article III an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed. (c) Subject to the terms and the Company’s compliance with its agreements conditions set forth in Article Vherein, the aggregate proceeds each Lender hereby severally agrees to be disbursed pursuant make Advances (such Advances, “Revolving Advances”) available to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiariesfrom time to time on any Business Day, in the an aggregate amount outstanding at one time up to but not exceeding the amount of $1,155,600,000 are reasonably expected such Lender’s Revolving Commitment and, as to be sufficient for Parent all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The Financing Commitments shall terminate on the Maturity Date. Within such limits and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company subject to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date other terms and conditions of this Agreement, no event has occurred that would constitute a breach or default the Company may borrow (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub and re-borrow) Advances under the Financing Commitment Letter or, to the knowledge of Parent this Section 2.01(b) and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letterprepay Revolving Advances.

Financing Commitments. Parent has delivered a true and true, complete, fully and executed copy of a commitment letter, dated as of June 11July 31, 20082011, between Parent and Bank of Americaamong Parent, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Senior FundingJPMorgan Chase Bank, Inc.N.A., including all exhibits, schedules, schedules and amendments to such letter in effect as of the date hereof (but, for the avoidance of this Agreement doubt, not including any related fee letter) (the “Financing Commitment Letter”), pursuant to whichwhich JPMorgan Chase Bank, and N.A. has committed, subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding redeeming or repurchasing the transactions contemplated by this AgreementCompany Notes to the extent necessary. None of the respective commitments contained in the Financing Commitment Letter has have been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to of the agreements loans contemplated by the Financing Commitment Letter, together with the amounts available to be borrowed pursuant to Parent’s loan facilities and Parent’s and Company’s anticipated cash on hand of Parent and the Companyhand, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company Corporation to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of redeem or repurchase the Company Notes to the extent previously disclosed necessary, to Parent), including payment of all repay or refinance amounts anticipated to be outstanding under Article II of this Agreementthe Company’s credit facilities on the Closing Date and to consummate the Merger. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, ) on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger SubParent, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be being available to Parent on the Closing Date other than pursuant to a termination of the Commitment Letter as a result of the conditions precedent to the occurrence of the Commitment Letter Termination Date, as set forth in the first sentence of Section 5.14, having been satisfied. Parent has fully paid all commitment fees or other fees fees, if any, required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. (a) Parent has delivered a provided the Company with true and complete, fully executed copy complete copies of a (i) the commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement hereof, from Xxxxx Fargo Capital Finance, LLC (the “Debt Financing Commitment LetterCommitment”), pursuant to which, regarding the amounts set forth therein for the purposes of financing the Merger and subject to the terms other transactions contemplated by this Agreement and conditions thereofrelated fees and expenses (the “Debt Financing”) and (ii) the Equity Financing Commitments (together with the Debt Financing Commitment, the parties thereto (other than Parent and Merger Sub“Financing Commitments”) have committed to lend regarding the amounts proposed equity investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement). The Financing Commitment Letter is Commitments are in full force and effect as of the date hereof and constitutes are the legal, valid, valid and binding obligation of each obligations of Parent and Merger Sub, as applicable, the Acquisition Subsidiary and, to the knowledge of Parent, of the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to accordance with the terms and conditions thereof, except that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). Assuming only that the Equity Financing is funded, Parent and the Acquisition Subsidiary will have at the Effective Time funds sufficient to pay all of the amounts payable under Article 2 of this Agreement and all fees and expenses associated therewith. Each Financing Commitment has not been amended or modified, and the commitments set forth in each Financing Commitment has not been withdrawn or rescinded in any respect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment Letter, and assuming at Closing hereunder other than the accuracy of the representations and warranties of the Company conditions to Closing set forth herein and in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this AgreementCommitments. As of the date of this Agreement, no No event has occurred that would constitute a breach which, with or default (or an event that with notice or without notice, lapse of time or both both, would constitute a default), in each case, default or breach on the part of Parent or Merger Sub the Acquisition Subsidiary under any term or condition of the Financing Commitment Letter or, Commitments. Neither Parent nor Acquisition Subsidiary has any reason to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances believe that are reasonably likely to result in any of the conditions to the Financing Commitments will not being be satisfied or that the Financing will not be available to Parent on and Acquisition Subsidiary at the Closing DateEffective Time. Parent has fully paid any and all commitment fees or and other fees required to be paid that have been incurred and are due and payable on or prior to the date hereof in connection with each Commitment Letter. Notwithstanding anything to the contrary contained herein, Parent’s obligation to consummate the transactions contemplated hereby is not contingent on Parent’s ability to obtain any financing prior to consummating the Merger. (b) The following provision is not intended to imply that the Debt Financing is a condition to consummation of the transactions contemplated hereby. The Debt Financing Commitment may, in accordance with the provisions of this Agreement, be superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by instruments (the “Alternative Financing Commitments”) replacing the then existing Debt Financing Commitment, provided that any Alternative Financing Commitment will be on terms that are no less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of Parent) than the terms of the Debt Financing Commitment such Alternative Financing Commitment is replacing. In such event, (x) the term “Financing Commitments” as used herein will be deemed to include the Financing Commitments that are not so superseded at the time in question and the Alternative Financing Commitments to the extent then in effect, and (y) the term “Debt Financing” as used herein will mean the debt financing contemplated by the Financing Commitments as modified pursuant to the Financing Commitment Letterforegoing clause (x).

Financing Commitments. Parent (a) Buyer has delivered a true to Seller on or prior to the Execution Date complete and complete, fully correct copies of executed copy of a (i) equity commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Equity Commitment Letter”)) from Labor Impact Fund, L.P. (the “Equity Source”) to provide equity financing to Buyer for a portion of the Purchase Price and the amount of any fees and expenses of Buyer to be incurred in connection with the Contemplated Transactions (the “Equity Financing”) and (ii) debt commitment letter (a “Debt Commitment Letter”) from Orion Energy Partners, L.P. (the “Debt Lender”) pursuant to which, and subject to which the Debt Lender has committed (on the terms and conditions thereof, the parties thereto (other than Parent and Merger Subset forth therein) have committed to lend provide debt financing to Buyer in the amounts set forth therein for a portion of the Purchase Price and the amount of any fees and expenses of Buyer to be incurred in connection with the Contemplated Transactions (the “Debt Financing” and, together with the Equity Financing, the “Financings”). (b) As of the Execution Date, the Equity Commitment Letter and the Debt Commitment Letter (the “Financing Commitments”) for have not been amended or modified, no such amendment or modification is contemplated (other than amendment(s) or joinder(s) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the purpose Debt Commitment Letter as of funding the transactions contemplated by this Agreement. None of Execution Date) and the respective commitments contained in the Financing Commitment Letter has Commitments have not been withdrawn, modified rescinded or rescinded in any respect prior to terminated by Buyer or the date of this AgreementFinancing Sources party thereto. The Financing Commitment Letter is in full force and effect and constitutes Commitments constitute the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicableBuyer, and, to the knowledge of ParentBuyer’s Knowledge, the other parties theretothereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar applicable Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). The There are no conditions precedent related to the funding of the full amount of the Financings other than as set forth in or contemplated by the Financing Commitment Letter is not subject Commitments. There are no side letters or other contracts or arrangements (oral or written) between Buyer and the Financing Sources or, to Buyer’s Knowledge, any other Person related to the Financings other than the Financing Commitments and except for customary fee letter(s) relating to the Debt Financing, a complete copy of each of which has been provided to Seller (with only the fee amounts and certain other terms contained in any “market flex” provisions being redacted, but none of which would reasonably be anticipated to adversely affect the conditions precedent, other than as expressly set forth amount or availability of the Debt Financing). To Buyer’s Knowledge, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Financing Commitments. Buyer is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer relating to Buyer, in any of the Financing Commitments, inaccurate in any material respect. Buyer believes that it will be able to satisfy on a timely basis all of the terms and conditions to be satisfied by it and contained in the Financing Commitment LetterCommitments. Buyer has fully paid all commitment fees or other fees required by the terms of the Financing Commitments to be paid on or before the Execution Date and will pay, after the Execution Date, all such fees as they become due. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, Commitments and subject to the satisfaction of the conditions contained in Sections 6.1 Article VIII, and 6.3assuming that the Financings are funded in accordance with the terms and conditions of the Financing Commitments, Parent has no knowledge the aggregate proceeds contemplated by the Financing Commitments, together with other financial resources of Buyer including unrestricted cash, cash equivalents and marketable securities (net of any facts or circumstances that are reasonably likely to result in any applicable Tax liabilities) of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent Buyer on the Closing Date. Parent has fully paid , will be sufficient for Buyer to consummate the Contemplated Transactions, to pay all commitment related fees or other fees required and expenses of Buyer payable at the Closing, and to be paid prior to fund the date Cleaning Work which is necessary for the commencement of this Agreement pursuant to the Financing Commitment Lettercommercial operations.

Financing Commitments. Parent has delivered a provided the Company with true and complete, fully complete copies of (a) the executed copy of a commitment letter, dated as of June 11the date hereof, 2008among Parent, between Parent Merger Sub and Bank the Lenders (together with the Lenders’ Affiliates and the officers, directors, employees, affiliates, partners, controlling parties, advisors, agents and Representatives of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedulesthe Lender, and amendments to such letter in effect Affiliates, the “Lender Parties”) (the “Debt Financing Commitment”), regarding the amounts set forth therein for the purposes of financing the Merger, the other Transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”) and (b) the executed equity commitment letter, dated as of the date of this Agreement Agreement, among Parent, Merger Sub and the Sponsor (the “Equity Financing Commitment LetterCommitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant regarding the proposed cash investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). The Financing Commitments are in full force and effect as of the date hereof and are the legal, valid and binding obligations of Parent and Merger Sub and, to whichthe Knowledge of Parent, and subject to of the other parties thereto, in accordance with the terms and conditions thereof, subject to the parties thereto (other than Parent Bankruptcy and Merger Sub) have committed Equity Exception. Notwithstanding anything in this Agreement to lend the amounts set forth therein (contrary, the “Financing”) for Debt Financing Commitment may, in accordance with the purpose provisions of funding the transactions contemplated by this Agreement, be superseded after the date of this Agreement but prior to the Effective Time by Alternative Financing Commitments. None of the Financing Commitments has been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment Letter has Commitments have not been withdrawn, modified terminated or rescinded in any respect prior respect. There are no conditions precedent or other conditions, side agreements or other arrangements or understandings relating to the date funding of this Agreement. The the Financing Commitment Letter is in full force and effect and constitutes or the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedentterms thereof, other than as expressly the terms thereof set forth in the Financing Commitment Letter. Subject Commitments and except for fee letters with respect to fees, market flex and related arrangements with respect to the terms and conditions of the Debt Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds (which documents do not relate to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of, conditionality of, or contain any conditions precedent to, the funding of $1,155,600,000 the Debt Financing). Assuming the Financing Commitments are reasonably expected to be sufficient for funded, Parent and Merger Sub will have at the Surviving Company Closing funds sufficient to pay the aggregate cash portion of the Merger Consideration and to pay all related of fees and expenses (including relating to the estimated fees and expenses consummation of the Company to Merger and the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreementother transactions contemplated hereby. As of the date of this Agreementhereof, no event has occurred that which would result in any breach or violation of or constitute a breach or default (or an event that which with notice or lapse of time or both would constitute become a default), in each case, on the part of ) by Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this AgreementCommitments, and subject neither Parent nor Merger Sub has any reason to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances believe that are reasonably likely to result in any of the conditions to the Financing Commitments will not being be satisfied or that the Financing Commitments will not be available to Parent and Merger Sub on the Closing Date. Parent has fully paid any and all commitment fees or and other fees required to be paid that have been incurred and are due and payable on or prior to the date hereof in connection with the Financing Commitments and has otherwise satisfied all of this Agreement the other terms and conditions required to be satisfied pursuant to the terms of the Financing Commitment LetterCommitments on or prior to the date hereof, and Parent will pay when due all other commitment fees arising under the Financing Commitments as and when they become payable. The obligations of Parent and Merger Sub to consummate the Transactions contemplated hereby are not contingent on Parent’s ability to obtain any financing prior to consummating the Merger.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this AgreementAmendment, no event Parent has occurred that would constitute entered into a breach or default new commitment letter together with a term sheet and related documents (or an event that collectively, the “Restated Bank Commitment Letter”) with notice or lapse the Bank, pursuant to which the Bank has committed to provide financing sufficient to consummate the Merger (the “Financing”). The Company has been provided with a copy of time or both would constitute a default), in each case, on the part of Restated Bank Commitment Letter. Neither the Parent or Merger Sub nor the Purchaser has agreed to any condition to the Bank’s obligations to fund the commitments under the Financing Restated Bank Commitment Letter or, to other than as set forth in the knowledge of Parent and Merger Sub, any other party to the Financing Restated Bank Commitment Letter. As of the date of this AgreementAmendment, the Parent and subject the Purchaser have no actual knowledge of any fact or occurrence that in their good faith judgment is expected to (i) make the material assumptions or statements set forth in the Restated Bank Commitment Letter inaccurate, (ii) cause the Restated Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions contained set forth in Sections 6.1 and 6.3, Parent has no knowledge the Restated Bank Commitment Letter. As of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement Amendment, the Restated Bank Commitment Letter is in full force and effect. To the knowledge of the Parent and the Purchaser, the funds contemplated to be received pursuant to the Financing Restated Bank Commitment Letter, together with any additional funds from the Parent, to be deposited in trust with the Paying Agent for the benefit of holders of Company Common Stock will be sufficient to consummate the Merger and to pay all related fees and Expenses. The fees that are due and payable under the Restated Bank Commitment Letter (i) as of the date of this Amendment have been paid in full and (ii) as of the Closing will be paid in full. The Parent and the Purchaser have no actual knowledge of any fact or occurrence existing on the date of this Amendment that in their good faith judgment would reasonably be expected to indicate that, upon consummation of the transactions contemplated by the Merger Agreement, including the Financing, the Parent, the Surviving Corporation, and their Subsidiaries, taken as a whole, will be insolvent, will be left with unreasonably small capital, will have incurred debts beyond their ability to pay such debts as they mature, or will have impaired capital. From and after the date of this Amendment, all references to “Bank Commitment Letters” in the Merger Agreement shall be deemed to be, to the extent applicable, references to the Restated Commitment Letter.