Common use of Financing Guarantee Clause in Contracts

Financing Guarantee. (a) The Purchaser has provided the Seller with true, accurate and complete copies of an executed debt commitment letter and related term sheets excluding any details on any fees or interest rate terms payable by the Purchaser (“Financing Commitment”) from Xxxxxxx Xxxxx Lending Partners LLC (the “Lender”) pursuant to which, and subject to the terms and conditions of which, the Lender has committed to provide the Purchaser with loans in the amounts described therein, the proceeds of which may be used to consummate the transactions contemplated by this Agreement (the “Financing”). The Financing Commitment is a legal, valid and binding obligation of the Purchaser and the other parties thereto. The Financing Commitment is in full force and effect, and the Financing Commitment has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. The Purchaser is not in breach of any of the terms or conditions set forth in the Financing Commitment, and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, the Purchaser is not aware of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, could reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Financing Commitment inaccurate, (B) result in any of the conditions in the Financing Commitment not being satisfied, (C) cause the Financing Commitment to be ineffective or (D) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, the Lender has not notified the Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. The net proceeds from the Financing will be sufficient to consummate the transactions contemplated by this Agreement and to pay any fees and expenses of or payable by the Purchaser in connection therewith. The Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing to which the Purchaser or any of its Affiliates are a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing or the conditions precedent thereto, other than as set forth in the Financing Commitment (the “Disclosed Conditions”). No Person has any right to impose, and none of the Lender or the Purchaser has any obligation to accept, any condition precedent to such funding other than the Disclosed Conditions nor any reduction to the aggregate amount available under the Financing Commitment on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitment on the Closing Date). The Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to the Purchaser on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for the Purchaser to obtain the Financing or any alternative financing. (b) If the Purchaser secures alternative funding arrangements with another party or parties (the “New Lender”) prior to Closing (the “New Financing”), it may provide the Seller with true, accurate and complete copies of the executed debt commitment letter and related term sheets (the “New Financing Commitment”) in respect of such New Financing, and if the Seller is satisfied (acting reasonably) with the New Financing, the New Financing Commitment and the New Lender and communicates such satisfaction to the Purchaser (in writing), then from the time of that written communication a reference in this Agreement to: (i) the “Lender” will be deemed to be a reference to the “New Lender”; (ii) the “Financing” will be deemed to be a reference to the “New Financing”; and (iii) the “Financing Commitment” will be deemed to be a reference to the “New Financing Commitment”. (c) For the avoidance of doubt, and without limitation, the parties agree that the Seller would be acting reasonably for the purposes of clause 4.5(b) if the Seller was not satisfied with New Financing on the basis that the New Financing would cause a delay to Closing.

Financing Guarantee. (a) The Purchaser Concurrently with the execution and delivery of this Agreement, Parent has provided to the Seller with Company true, accurate complete and complete correct copies of an the fully executed debt equity commitment letter letters, dated as of the date hereof, between Parent and related term sheets excluding any details on any fees or interest rate terms payable by each of the Purchaser (“Equity Financing Commitment”) from Xxxxxxx Xxxxx Lending Partners LLC Parties (the “LenderEquity Commitment Letters”), pursuant to which the investor parties thereto (the “Equity Financing Parties”) pursuant to whichhave committed, and subject to the terms and conditions of which, the Lender has committed to provide the Purchaser with loans in the amounts described set forth therein, to invest in Parent the proceeds cash amounts set forth therein for the purpose of which may be used to consummate financing the transactions contemplated by this Agreement Transactions (the “Equity Financing”). The Financing Equity Commitment Letters provide that (a) the Company is a third-party beneficiary thereof in connection with the Company’s exercise of its rights under Section 7.8 and (b) subject in all respects to Section 7.8, Parent and the Equity Financing Parties will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary right. (b) Each Equity Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation obligations of Parent and the Equity Financing Parties, as applicable, and is enforceable against Parent and the Equity Financing Parties, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. As of the Purchaser date hereof, (i) the Equity Commitment Letters and the other parties thereto. The terms of the Equity Financing Commitment is in full force and effect, and the Financing Commitment has have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respectmodified, and (ii) no such amendment or modification is contemplated. The Purchaser is not in breach of any of the terms or conditions set forth in the Financing Commitment, and the financing commitments thereunder have not been withdrawn, terminated or rescinded in any respect, (iii) the respective commitments contained therein have not been withdrawn, terminated or rescinded in any respect and (iv) no event has occurred whichsuch withdrawal, with termination or without notice, lapse of time or both, could reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth thereinrescission is contemplated. As of the date hereof, there are no side letters, other Contracts, arrangements or understandings (written or oral) related to the Purchaser is not aware of any fact funding or occurrence existing on the date hereof thatinvesting, with or without noticeas applicable, lapse of time or both, could reasonably be expected to (A) make any of the assumptions or any of the statements Equity Financing other than as expressly set forth in the Financing Equity Commitment inaccurate, (B) result Letters delivered to the Company prior to the date hereof. Parent or its Affiliates have fully paid any and all commitment fees or other fees or expenses in any of connection with the conditions in Equity Commitment Letters that are payable on or prior to the Financing Commitment not being satisfied, (C) cause the Financing Commitment to be ineffective or (D) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreementdate hereof. As of the date hereofof this Agreement, the Lender has not notified the Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. The net proceeds from the Financing will be sufficient to consummate the transactions contemplated by this Agreement and to pay any fees and expenses of or payable by the Purchaser in connection therewith. The Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing to which the Purchaser or any of its Affiliates are a party. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing or the conditions precedent theretoEquity Financing, other than as expressly set forth in the Financing Equity Commitment (the “Disclosed Conditions”)Letters. No Person has any right to impose, and none As of the Lender date of this Agreement, assuming the satisfaction of the conditions set forth in Section 5.1 and Section 5.2, no event has occurred and no circumstances exist which, with or without notice, lapse of time or both, would or would reasonably be expected (i) to constitute a default or breach on the Purchaser has any obligation part of Parent or, to acceptthe knowledge of Parent, any condition precedent to such funding other than party thereto under the Disclosed Conditions nor Equity Commitment Letter, (ii) make any reduction of the assumptions or any of the statements or representations of Parent or, to the aggregate amount knowledge of Parent, any other Party thereto set forth in the Equity Commitment Letters not being satisfied on a timely basis, or (iii) otherwise result in any portion of the Equity Financing not being available under in accordance with the Financing terms of the Equity Commitment on Letters. As of the Closing Date (nor any term or condition which would have date of this Agreement, assuming the effect satisfaction of reducing the aggregate amount available under the Financing Commitment on the Closing Date). The Purchaser conditions set forth in Section 5.1 and Section 5.2, Parent has no reason to believe that it will be unable to satisfy on a timely basis (i) any of the conditions to the funding of Equity Financing contemplated by the full amount of Equity Commitment Letters will not be satisfied, (ii) the Financing, or that the Equity Financing will not be available to the Purchaser on at the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for the Purchaser to obtain the Financing or any alternative financing. (b) If the Purchaser secures alternative funding arrangements with another party or parties (the “New Lender”) prior to Closing (the “New Financing”), it may provide the Seller with true, accurate and complete copies of the executed debt commitment letter and related term sheets (the “New Financing Commitment”) in respect of such New Financing, and if the Seller is satisfied (acting reasonably) with the New Financing, the New Financing Commitment and the New Lender and communicates such satisfaction to the Purchaser (in writing), then from the time of that written communication a reference in this Agreement to: (i) the “Lender” will be deemed to be a reference to the “New Lender”; (ii) the “Financing” will be deemed to be a reference to the “New Financing”; and (iii) the “Financing Commitment” will be deemed to be a reference any condition to the “New Financing Commitment”Closing will not be satisfied. (c) Concurrently with the execution and delivery of this Agreement, Xxxxxx has delivered to the Company duly executed Guarantees, pursuant to which the Equity Financing Parties are guaranteeing certain obligations of Parent in connection with this Agreement. As of the date hereof, the Guarantees are in full force and effect and constitute the legal, valid and binding obligation of the Equity Financing Party who executed such Guarantee and, assuming compliance by the Company with it representations, warranties and obligations pursuant to this Agreement and in the Guarantees, no event of has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of such Equity Financing Party under its Guarantee. (d) For the avoidance of doubt, and without limitationthe obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’ or any other Person’s ability to obtain any financing, including the parties agree that the Seller would be acting reasonably Equity Financing, for the purposes consummation of clause 4.5(b) if the Seller was not satisfied with New Financing on the basis that the New Financing would cause a delay to Closingtransactions contemplated hereby.

Financing Guarantee. (a) The Purchaser has provided delivered to the Seller with true, accurate true and complete copies of (i) an executed debt commitment letter (including all exhibits, schedules, annexes and related term sheets excluding any details on any fees or interest rate terms payable by amendments to such agreement in effect as of the date of this Agreement) (the “Investor Financing Commitment”), from Xxxx Capital Fund X, L.P. and Xxxx Capital Europe Fund III, L.P. (collectively, the “Investors”) pursuant to which the Investors have committed to provide the Purchaser with financing in an aggregate amount equal to the Investor Commitment Amount (the “Investor Financing”); (ii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Senior Debt Financing Commitment”) from Xxxxxxx Xxxxx Lending Partners LLC the Senior Lenders pursuant to which the Senior Lenders have committed to provide the Purchaser with debt financing in an aggregate amount of $775,000,000 (the “Senior Debt Financing”); and (iii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Mezzanine Debt Financing Commitment” and together with the Investor Financing Commitment and the Senior Debt Financing Commitment, the “Financing Commitments”) from Sankaty Credit Opportunities IV, L.P. (the “Mezzanine Lender”) pursuant to which, and subject to which the terms and conditions of which, the Mezzanine Lender has committed to provide the Purchaser with loans debt financing in an aggregate amount of $150,000,000 (the amounts described therein“Mezzanine Debt Financing” and together with the Investor Financing and the Senior Debt Financing, the proceeds of which may be used to consummate the transactions contemplated by this Agreement (the “Financing”). The EXECUTION COPY (b) Each of the Financing Commitment Commitments, in the form so delivered, is as of the date of this Agreement in full force and effect and is a legal, valid and binding obligation of the Purchaser and and, to the knowledge of the Purchaser, the other parties thereto. The Financing Commitment is in full force and effectAs of the date of this Agreement, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under any term or condition of the Financing Commitment has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedCommitments. The Purchaser is not in breach has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of any this Agreement pursuant to the terms of the Financing Commitments. The Financing will provide the Purchaser with acquisition financing at the Closing sufficient to consummate the transactions contemplated by this Agreement and the other Transaction Documents upon the terms or conditions contemplated hereby and thereby and to pay all related fees and expenses associated therewith. Other than as set forth in the Debt Financing CommitmentCommitments, none of the Financing Commitments contains conditions to closing not included in Article VIII as a condition to the consummation of the transactions contemplated by this Agreement. As of the date of this Agreement, the Purchaser has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Purchaser on the Closing Date. Subject to the expiration of the Marketing Period, the parties hereto agree that it shall not be a condition to Closing for the Purchaser to obtain the Financing or the Alternative Financing. Upon the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (i) the Purchaser will not be insolvent; (ii) the Purchaser will not be left with unreasonably small capital; (iii) the Purchaser will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature; and (iv) the capital of the Purchaser will not be impaired. (c) Concurrently with the execution of this Agreement, the Purchaser has delivered to the Seller the duly executed guarantee of the Investors (the “Guarantor”) attached as Exhibit F (the “Guarantee”). The Guarantee is a legal, valid and binding obligation of the Guarantor and enforceable against the Guarantor in accordance with its terms, and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to would constitute a breach, default or failure to satisfy any condition precedent set forth therein. As on the part of the date hereof, the Purchaser is not aware of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, could reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Financing Commitment inaccurate, (B) result in any of the conditions in the Financing Commitment not being satisfied, (C) cause the Financing Commitment to be ineffective or (D) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, the Lender has not notified the Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. The net proceeds from the Financing will be sufficient to consummate the transactions contemplated by this Agreement and to pay any fees and expenses of or payable by the Purchaser in connection therewith. The Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing to which the Purchaser or any of its Affiliates are a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing or the conditions precedent thereto, other than as set forth in the Financing Commitment (the “Disclosed Conditions”). No Person has any right to impose, and none of the Lender or the Purchaser has any obligation to accept, any condition precedent to such funding other than the Disclosed Conditions nor any reduction to the aggregate amount available Guarantor under the Financing Commitment on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitment on the Closing Date). The Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to the Purchaser on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for the Purchaser to obtain the Financing or any alternative financingGuarantee. (b) If the Purchaser secures alternative funding arrangements with another party or parties (the “New Lender”) prior to Closing (the “New Financing”), it may provide the Seller with true, accurate and complete copies of the executed debt commitment letter and related term sheets (the “New Financing Commitment”) in respect of such New Financing, and if the Seller is satisfied (acting reasonably) with the New Financing, the New Financing Commitment and the New Lender and communicates such satisfaction to the Purchaser (in writing), then from the time of that written communication a reference in this Agreement to: (i) the “Lender” will be deemed to be a reference to the “New Lender”; (ii) the “Financing” will be deemed to be a reference to the “New Financing”; and (iii) the “Financing Commitment” will be deemed to be a reference to the “New Financing Commitment”. (c) For the avoidance of doubt, and without limitation, the parties agree that the Seller would be acting reasonably for the purposes of clause 4.5(b) if the Seller was not satisfied with New Financing on the basis that the New Financing would cause a delay to Closing.

Financing Guarantee. (a) The Purchaser has provided delivered to the Seller with true, accurate true and complete copies of (i) an executed debt commitment letter (including all exhibits, schedules, annexes and related term sheets excluding any details on any fees or interest rate terms payable by amendments to such agreement in effect as of the date of this Agreement) (the “Investor Financing Commitment”), from Xxxx Capital Fund X, L.P. and Xxxx Capital Europe Fund III, L.P. (collectively, the “Investors”) pursuant to which the Investors have committed to provide the Purchaser with financing in an aggregate amount equal to the Investor Commitment Amount (the “Investor Financing”); (ii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Senior Debt Financing Commitment”) from Xxxxxxx Xxxxx Lending Partners LLC the Senior Lenders pursuant to which the Senior Lenders have committed to provide the Purchaser with debt financing in an aggregate amount of $775,000,000 (the “Senior Debt Financing”); and (iii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Mezzanine Debt Financing Commitment” and together with the Investor Financing Commitment and the Senior Debt Financing Commitment, the “Financing Commitments”) from Sankaty Credit Opportunities IV, L.P. (the “Mezzanine Lender”) pursuant to which, and subject to which the terms and conditions of which, the Mezzanine Lender has committed to provide the Purchaser with loans debt financing in an aggregate amount of $150,000,000 (the amounts described therein“Mezzanine Debt Financing” and together with the Investor Financing and the Senior Debt Financing, the proceeds of which may be used to consummate the transactions contemplated by this Agreement (the “Financing”). The . (b) Each of the Financing Commitment Commitments, in the form so delivered, is as of the date of this Agreement in full force and effect and is a legal, valid and binding obligation of the Purchaser and and, to the knowledge of the Purchaser, the other parties thereto. The Financing Commitment is in full force and effectAs of the date of this Agreement, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under any term or condition of the Financing Commitment has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedCommitments. The Purchaser is not in breach has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of any this Agreement pursuant to the terms of the Financing Commitments. The Financing will provide the Purchaser with acquisition financing at the Closing sufficient to consummate the transactions contemplated by this Agreement and the other Transaction Documents upon the terms or conditions contemplated hereby and thereby and to pay all related fees and expenses associated therewith. Other than as set forth in the Debt Financing CommitmentCommitments, none of the Financing Commitments contains conditions to closing not included in Article VIII as a condition to the consummation of the transactions contemplated by this Agreement. As of the date of this Agreement, the Purchaser has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Purchaser on the Closing Date. Subject to the expiration of the Marketing Period, the parties hereto agree that it shall not be a condition to Closing for the Purchaser to obtain the Financing or the Alternative Financing. Upon the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (i) the Purchaser will not be insolvent; (ii) the Purchaser will not be left with unreasonably small capital; (iii) the Purchaser will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature; and (iv) the capital of the Purchaser will not be impaired. (c) Concurrently with the execution of this Agreement, the Purchaser has delivered to the Seller the duly executed guarantee of the Investors (the “Guarantor”) attached as Exhibit F (the “Guarantee”). The Guarantee is a legal, valid and binding obligation of the Guarantor and enforceable against the Guarantor in accordance with its terms, and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to would constitute a breach, default or failure to satisfy any condition precedent set forth therein. As on the part of the date hereof, the Purchaser is not aware of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, could reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Financing Commitment inaccurate, (B) result in any of the conditions in the Financing Commitment not being satisfied, (C) cause the Financing Commitment to be ineffective or (D) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, the Lender has not notified the Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. The net proceeds from the Financing will be sufficient to consummate the transactions contemplated by this Agreement and to pay any fees and expenses of or payable by the Purchaser in connection therewith. The Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing to which the Purchaser or any of its Affiliates are a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing or the conditions precedent thereto, other than as set forth in the Financing Commitment (the “Disclosed Conditions”). No Person has any right to impose, and none of the Lender or the Purchaser has any obligation to accept, any condition precedent to such funding other than the Disclosed Conditions nor any reduction to the aggregate amount available Guarantor under the Financing Commitment on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitment on the Closing Date). The Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to the Purchaser on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for the Purchaser to obtain the Financing or any alternative financingGuarantee. (b) If the Purchaser secures alternative funding arrangements with another party or parties (the “New Lender”) prior to Closing (the “New Financing”), it may provide the Seller with true, accurate and complete copies of the executed debt commitment letter and related term sheets (the “New Financing Commitment”) in respect of such New Financing, and if the Seller is satisfied (acting reasonably) with the New Financing, the New Financing Commitment and the New Lender and communicates such satisfaction to the Purchaser (in writing), then from the time of that written communication a reference in this Agreement to: (i) the “Lender” will be deemed to be a reference to the “New Lender”; (ii) the “Financing” will be deemed to be a reference to the “New Financing”; and (iii) the “Financing Commitment” will be deemed to be a reference to the “New Financing Commitment”. (c) For the avoidance of doubt, and without limitation, the parties agree that the Seller would be acting reasonably for the purposes of clause 4.5(b) if the Seller was not satisfied with New Financing on the basis that the New Financing would cause a delay to Closing.

Financing Guarantee. (a) The As of the date of this Agreement, Purchaser has provided the delivered to Seller with true, accurate correct and complete copies of an executed debt commitment letter and related term sheets excluding any details on any fees or interest rate terms payable by (i) the Purchaser (“Financing Commitment”) from Xxxxxxx Xxxxx Lending Partners LLC (the “Lender”) Equity Commitment Letter pursuant to whichwhich Sponsor has committed, and subject to the terms and conditions of whichtherein, to invest in Purchaser, directly or indirectly, the Lender has committed to provide amounts set forth therein for the Purchaser with loans in the amounts described therein, the proceeds purpose of which may be used to consummate funding a portion of the transactions contemplated by hereby and thereby (the “Equity Financing”); and (ii) duly executed debt commitment letters, dated as of the date of this Agreement, among Purchaser and the Financing Sources party thereto (including all exhibits, schedules, term sheets, and annexes thereto, as may be amended or modified in accordance with the terms hereof, collectively the “Debt Commitment Letters” and, together with the Equity Commitment Letter and the Fee Letters referenced below, the “Financing Letters”), pursuant to which the Financing Sources party thereto have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the obligations of Purchaser under this Agreement and the Debt Commitment Letter (including the payment of the Required Amount) and including the repayment, prepayment or discharge of the outstanding Indebtedness of the Acquired Group Companies (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). The Financing Commitment is Purchaser has also delivered to Seller a legaltrue, valid correct and binding obligation complete copy of any fee letter (with the fee amounts, economic, financial, dollar and ratio terms (including related dates) of the “market flex” provision and the economic, financial, dollar and ratio terms (including related dates) of the securities demand provisions redacted in a customary manner, none of which redactions covers terms that would (i) reduce the amount of the Debt Financing below the amount required to satisfy the Required Amount (after taking into consideration the amount of the Equity Financing and available cash of the Business) or (ii) impose any new condition or otherwise adversely amend, modify or expand any conditions precedent to the Debt Financing) in connection with the Debt Commitment Letters (any such letter, a “Fee Letter”). The Equity Commitment Letter provides that Seller is an express third-party beneficiary thereof for the purposes described therein. (b) As of the date of this Agreement, (i) the Financing Letters and the terms of the Financing have not been amended, modified or waived; (ii) no such amendment, modification or waiver is contemplated by Purchaser and or, to the Knowledge of Purchaser, by the other parties thereto. The Financing thereto (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed the Debt Commitment is Letters as of the date of this Agreement); and (iii) the respective commitments contained in full force and effect, and the Financing Commitment has Letters have not been withdrawn, rescinded or terminated or otherwise amended or modified rescinded in any respectrespect and, and to the Knowledge of Purchaser, no such amendment withdrawal, termination or modification rescission is contemplated. The Except for any Fee Letter and customary engagement letters and fee credit letters with respect to the Debt Financing (none of which (i) reduces the amount of the Debt Financing below the amount required to satisfy the Required Amount (after taking into consideration the amount of the Equity Financing and available cash of the Business) or (ii) imposes any new condition or otherwise adversely amend, modify or expand any conditions precedent to the Debt Financing), there are no other Contracts, side letters or other written or oral agreements relating to the funding or investing, as applicable, of the Required Amount, to which Purchaser is not in breach of any of the terms or conditions a party, other than as expressly set forth in the Financing CommitmentLetters delivered to Seller prior to the date hereof. (c) Assuming the Financing is funded and/or invested in accordance with the Financing Letters, and no event has occurred which, the Financing is sufficient to (i) make all payments contemplated by this Agreement (including the payment of all amounts payable pursuant to Article II in connection with or without noticeas a result of the Sale) and (ii) pay all fees and expenses required to be paid by Purchaser, lapse the Acquired Group Companies or any of time or boththeir respective Subsidiaries in connection with the Sale and the Financing (collectively, could reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. the “Required Amount”). (d) As of the date hereof, the Financing Letters (in the forms delivered by Purchaser is not aware to Seller) are in full force and effect with respect to, and constitute the legal, valid and binding obligations of, Purchaser and, to the Knowledge of Purchaser, the other parties thereto, as applicable, enforceable against Purchaser and, to the Knowledge of Purchaser, the other parties thereto, as applicable, in accordance with their terms, in each case, subject to the effect of any fact applicable 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, with effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or without notice, lapse of time or both, could reasonably be expected to (A) make any of the assumptions or any of the statements at Law). Other than as expressly set forth in the Financing Commitment inaccurate, (B) result in Letters and any of the conditions in the Financing Commitment not being satisfied, (C) cause the Financing Commitment Fee Xxx delivered to be ineffective Seller on or (D) otherwise result in the Financing not being available on a timely basis in order prior to consummate the transactions contemplated by this Agreement. As of the date hereof, the Lender has not notified the Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. The net proceeds from the Financing will be sufficient to consummate the transactions contemplated by this Agreement and to pay any fees and expenses of or payable by the Purchaser in connection therewith. The Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing to which the Purchaser or any of its Affiliates are a party. There there are no conditions precedent or other contingencies related to the funding or investing of the full amount proceeds of the Financing or the conditions precedent thereto, other than as set forth in pursuant to any agreement relating to the Financing Commitment (the “Disclosed Conditions”)to which Sponsor, Purchaser or any of their respective Affiliates is a party. No Person has any right to impose, and none As of the Lender date hereof, assuming the satisfaction or waiver of Purchaser’s obligations to consummate the Purchaser has any obligation to accepttransactions contemplated by this Agreement, any condition precedent to such funding other than the Disclosed Conditions nor any reduction to the aggregate amount available under the Financing Commitment on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitment on the Closing Date). The Purchaser has no reason to believe that it or any other party to the Financing Letters will be unable to satisfy on a timely basis any conditions term or condition therein. As of the date of this Agreement, no event has occurred that, with or without notice or lapse of time or both, would, or would reasonably be expected to, (A) constitute a default or breach on the part of Purchaser or, to the funding Knowledge of Purchaser, any of the other parties thereto pursuant to the Financing Letters, or (B) constitute a failure to satisfy a condition on the part of Purchaser or, to the Knowledge of Purchaser, any other party thereto under the Financing Letters. As of the date of this Agreement, assuming the satisfaction or waiver of Purchaser’s obligations to consummate the transactions contemplated by this Agreement, Purchaser has no reason to believe that the full amount of the Financing, or that Financing contemplated by the Financing Letters will not be available to the Purchaser on the Closing Date. For As of the avoidance date of doubtthis Agreement, it is not a condition Purchaser has fully paid, or caused to Closing under be fully paid, all commitment or other fees, expenses and amounts that are due and payable on or prior to the date of this Agreement for pursuant to the Purchaser to obtain terms of the Financing or any alternative financingLetters. (be) If Concurrently with the Purchaser secures alternative funding arrangements with another party or parties (the “New Lender”) prior execution of this Agreement, Sponsor has delivered to Closing (the “New Financing”), it may provide the Seller with a true, accurate correct and complete copies copy of the Limited Guaranty, duly executed debt commitment letter by Sponsor in favor of Seller. The Limited Guaranty is in full force and related term sheets (the “New Financing Commitment”) effect and constitutes a legal, valid and binding obligation of Sponsor, enforceable against it in respect of such New Financing, and if the Seller is satisfied (acting reasonably) accordance with the New Financing, the New Financing Commitment and the New Lender and communicates such satisfaction its terms subject to the Purchaser (in writing)effect of any applicable Laws relating to bankruptcy, then from the time of that written communication a reference in this Agreement to: (i) the “Lender” will be deemed reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to be a reference or affecting creditors’ rights generally and subject, as to enforceability, to the “New Lender”; effect of general principles of equity (ii) regardless of whether such enforceability is considered in a proceeding at equity or at Law). As of the “Financing” will date hereof, no event has occurred that, with notice or lapse of time or both, would, or would reasonably be deemed expected to, constitute a default or breach or failure to be satisfy a reference to condition on the “New Financing”; and (iii) part of Sponsor under the “Financing Commitment” will be deemed to be a reference to the “New Financing Commitment”Limited Guaranty. (cf) For None of Sponsor, Purchaser or any of their respective Affiliates has entered into any Contract prohibiting or seeking to prohibit any bank, investment bank or other potential provider of debt or equity financing from providing or seeking to provide debt or equity financing or financial advisory services to any Person, in each case, in connection with a transaction relating to Seller or any of its Subsidiaries or in connection with the avoidance of doubt, and without limitation, the parties agree that the Seller would be acting reasonably for the purposes of clause 4.5(b) if the Seller was not satisfied with New Financing on the basis that the New Financing would cause a delay to ClosingSale.