Common use of Financing Letters Clause in Contracts

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) executed commitment letter, dated as of the date of this Agreement, among Merger Sub and the lenders party thereto (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Letters”) pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectively, “Fee Letters”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an a duly executed equity commitment letter, dated as of the date of this Agreement, between Parent and Guarantor Agreement (the “Equity Commitment Letter”), between Parent and Tributum, L.P. (“Investor”) pursuant to which the equity commitment parties thereto have Investor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) duly executed debt commitment letterletters, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders party Financing Sources thereto (including all exhibits, schedules and annexes thereto, as may be amended or modified in accordance with the terms hereof and thereof, the “Debt Commitment Letters” and, together with the Equity Commitment LetterLetter and the Fee Letters, the “Financing Letters”) ), the Fee Letters and any other agreements related thereto, pursuant to which the lenders party Financing Sources thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (including the repayment, prepayment or discharge of certain outstanding Indebtedness of the Company and its Subsidiaries as specified therein) (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, timing, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b)thereof; and (B) subject in all respects Parent has waived any defenses to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company enforceability of such third party beneficiary rights, in each case in accordance with the terms of the Equity Commitment Letter and subject to the limitations set forth herein and therein.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an a duly executed equity commitment letter, dated as of the date of this Agreement, between Parent by the Sponsors and Guarantor the other Persons party thereto (collectively, the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto Sponsors have committed, subject to the terms and conditions thereofin the Equity Commitment Letter, to invest in provide Parent, directly or indirectly, equity financing for the cash amounts Transaction in the aggregate amount set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”)) and which Equity Commitment Letter provides that the Company is a third party beneficiary thereof and is entitled to enforce each such agreement; and (ii) a duly executed debt commitment letter, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders 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 LettersLetter” and, together with the Equity Commitment LetterLetter and the Fee Letters referenced below, the “Financing Letters”) and any other agreements related thereto, pursuant to which the lenders party Financing Sources thereto have committed, subject to the terms and conditions thereoftherein, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value transactions contemplated hereby and thereby (including the repayment, prepayment or discharge of the Merger outstanding Company Indebtedness) (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date of this Agreement, Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered redacted solely with respect to the fee amounts, “flex” terms provisions related to the market flex and other commercially sensitive information redacted economic terms set forth therein, in a customary manner so long as no redaction covers terms that would adversely each case, which do not affect the amount, conditionality, availability enforceability, termination or termination aggregate principal amount of the Debt Financing) in connection with the Debt Commitment Letters Letter (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an duly executed equity commitment letterletters, dated as of the date of this Agreement, between Parent and Guarantor each of the Guarantors (the “Equity Commitment LetterLetters”) pursuant to which the Guarantors have committed to provide the equity commitment parties thereto have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth financing as described therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) a duly executed debt commitment letter, dated as of the date of this Agreement, among Merger Sub Parent and the lenders financial institutions party thereto (the “Lenders”) (including all exhibits, schedules, 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, the “Financing Letters”) ), pursuant to which the lenders party thereto Lenders have committed, subject to the terms and conditions thereof, to lend provide the amounts set forth debt financing described therein for the purpose of funding a portion of the aggregate value of the Merger (the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date of this Agreement, Parent has also delivered to the Company a true, correct and complete copy of any each fee letter (which may be delivered redacted only with the fee amountsrespect to fees, pricing, price caps in “market flex” terms provisions, other economic terms, thresholds, caps and other commercially sensitive information “securities demand” provisions that are customarily redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination connection with merger agreements of the Debt Financingthis type) in connection with the Debt Commitment Letters (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rightsthereof.

Financing Letters. As of the date of this Agreement, Parent Xxxxxx has delivered to the Company true, correct and complete copies of (i) an duly executed equity commitment letterletters, dated as of the date of this Agreement, between Parent and each Guarantor (the “Equity Commitment LetterLetters”) pursuant to which the equity commitment parties thereto have such Guarantor has committed, subject to the terms and conditions thereoftherein, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) executed commitment letter, dated as of the date of this Agreement, among Merger Sub and the lenders party thereto (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Letters”) pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value transactions contemplated hereby and thereby (the “Equity Financing”); and (ii) a duly executed debt commitment letter, dated as of the Merger date of this Agreement, among Parent 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 Letter” and, together with the Equity Commitment Letters and the Fee Letters referenced below, the “Financing Letters”), pursuant to which the Financing Sources providing commitments therein have committed, subject to the terms and conditions therein, to lend the amounts set forth therein for the purposes set forth therein (including the funding of a portion of the transactions contemplated hereby and thereby (including the repayment, prepayment or discharge of the outstanding Company Indebtedness and Company Convertible Notes)) (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any executed fee letter (which may be delivered redacted solely with the fee amounts, respect to fees and other customarily redacted economic provisions (including customary “market flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Debt Financingterms) in connection with the Debt Commitment Letters Letter (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides Letters provide that (A) the Company is an express third third-party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rightsthereof.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an a duly executed equity commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto have Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) duly executed debt commitment letterletters, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders party Financing Sources thereto (including all exhibits, schedules and annexes thereto, as may be amended or modified in accordance with the terms hereof and thereof, the “Debt Commitment Letters” and, together with the Equity Commitment LetterLetter and the Fee Letters, the “Financing Letters”) and any other agreements related thereto, pursuant to which the lenders party Financing Sources thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (including the repayment, prepayment or discharge of certain outstanding Indebtedness of the Company and its Subsidiaries as specified therein) (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, timing, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third third-party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b)thereof; and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose have waived any defenses to the granting enforceability of an injunction, specific performance or other equitable relief such third-party beneficiary rights in connection each case in accordance with the exercise by Company terms of such third party beneficiary rightsthe Equity Commitment Letter and subject to the limitations set forth herein and therein.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, letter dated as of the date of this Agreement, Agreement between Parent and Guarantor Borrowers (the “Equity Commitment Letter”) ), pursuant to which each of the equity commitment parties thereto have Borrowers has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger Required Payments (the “Equity Financing”); and (ii) an executed commitment letter, letter dated as of the date of this Agreement, Agreement among Merger Sub Borrowers and the lenders party thereto (the “Debt Commitment LettersLetter” and, together with the Equity Commitment Letter, the “Financing Letters”) ), pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger Required Payments (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has As of the date of this Agreement, Borrowers have also delivered to the Company a true, correct and complete copy of any each fee letter (which may be delivered with the fee amounts, amounts and “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect permit the amount, conditionality, availability imposition of additional conditions precedent or termination the expansion of any existing conditions precedent to the funding of the Debt FinancingFinancing or the reduction of the aggregate principal amount of the Debt Financing to be funded at the Closing) entered into by Borrowers in connection with the Debt Commitment Letters Letter (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b9.8(b); and (B) subject in all respects to Section 9.10(b9.8(b), Parent and Guarantor will not oppose Borrowers have waived any defenses to the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company enforceability of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto have Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger Financing Uses (the “Equity Financing”); and (ii) the executed debt commitment letter, dated as of the date of this AgreementAgreement (including all related term sheets, among Merger Sub exhibits, schedules and the lenders party thereto (annexes thereto, collectively, the “Debt Commitment LettersLetter” and, together with the Equity Commitment Letter, the “Financing Letters”) ), by and among Parent, Xxxxxxx Xxxxx Bank USA, UBS AG, Stamford Branch and UBS Securities LLC, Royal Bank of Canada and RBC Capital Markets, LLC, and KeyBank National Association and KeyBanc Capital Markets Inc. (other than Parent, and including any such Person that has not executed the Debt Commitment Letter as of the date hereof, but becomes a party thereto after the date hereof in accordance with the terms thereof, the “Debt Financing Sources”), pursuant to which the lenders party thereto Debt Financing Sources have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger Financing Uses (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company Company, as of the date of this Agreement, a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amountaggregate principal amount committed under the Financing Letter, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters Letter (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b)thereof; and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose have waived any defenses to the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company enforceability of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor the Guarantors (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto Guarantors have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the consideration payable in the Merger (the “Equity Financing”); and (ii) executed commitment letterletters, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders party thereto (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Letters”) pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the consideration payable in the Merger (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information economic terms redacted in a customary manner so long as no redaction covers terms that would adversely affect the amountamount (below the Required Amount), conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b9.8(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent Xxxxxx has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor certain other parties thereto, including the Guarantors (the “Equity Commitment Letter”) ), pursuant to which the equity commitment such other parties thereto (together with each of their permitted assignees pursuant to the terms of the Equity Commitment Letter, the “Equity Financing Sources”) have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) executed commitment letterletters, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders party thereto (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Letters”) pursuant to which the lenders party thereto (the “Debt Financing Sources”) have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, amounts and “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectively, “Fee Letters”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor the Equity Financing Sources have waived any defenses to the enforceability of such third party beneficiary rights; and (C) Parent and the Equity Financing Sources will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an a duly executed equity commitment letter, dated as of the date of this Agreement, between Parent and Guarantor the Limited Guarantors (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto Limited Guarantors have committed, subject to the terms and conditions thereoftherein, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger transactions contemplated hereby and thereby (the “Equity Financing”); and (ii) a duly executed debt commitment letter, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders 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 LetterLetter and the Fee Letters referenced below, the “Financing Letters”) and any other agreements related thereto, pursuant to which the lenders party Financing Sources thereto have committed, subject to the terms and conditions thereoftherein, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value transactions contemplated hereby and thereby (including the repayment, prepayment or discharge of the Merger outstanding debt under the Company Credit Agreement) (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered redacted solely with respect to the fee amounts, “flex” terms amounts and other commercially sensitive information redacted in a customary manner economic terms so long as no redaction covers amounts or terms that would adversely affect the amount, conditionality, availability enforceability, availability, termination or termination aggregate principal amount of the Debt FinancingFinancing on the Closing Date) in connection with the Debt Commitment Letters (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third third-party beneficiary thereof in connection with as set forth in, and subject to the Company’s exercise of its rights under Section 9.10(b); terms and (B) subject in all respects to Section 9.10(b)conditions of, Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rightsEquity Commitment Letter.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto have Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) an executed debt commitment letter, dated as of the date of this Agreement, among Merger Sub and the lenders party thereto Agreement (the “Debt Commitment Letters” and, together with the Equity Commitment Letterany related fee letters (with solely pricing, the “Financing Letters”) pursuant to which the lenders party thereto have committedother economic and market flex terms redacted, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Debt Financing), in each case, as amended, restated, supplemented or replaced to the extent expressly permitted by this Agreement, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Letters”) pursuant to which the Debt Financing Sources have agreed to provide or cause to be provided, subject solely to the terms and conditions thereof, the amounts of the debt financing set forth therein for the purpose of, among other things, funding a portion of the aggregate consideration for the Merger and fees and expenses incurred in connection with the Merger (including the repayment, prepayment or discharge of the Credit Agreement). The Debt Commitment Letters Financing and the Equity Financing are collectively referred to herein as the (collectively, “Fee LettersFinancing”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b)thereof; and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose have waived any defenses to the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company enforceability of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto have Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) executed commitment letterletters, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders party thereto (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Letters”) pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, amounts and “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectively, “Fee Letters”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor have waived any defenses to the enforceability of such third party beneficiary rights; and (C) Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an duly executed equity commitment letterletters, dated as of the date of this Agreement, between Parent and Guarantor each of the Guarantors (the “Equity Commitment LetterLetters”) pursuant to which the equity commitment parties thereto Guarantors have committed, subject committed to the terms and conditions thereof, to invest in Parent, directly or indirectly, provide the cash amounts set forth and rollover equity financing described therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) a duly executed debt commitment letter, dated as of the date of this Agreement, among Merger Sub Parent and the lenders financial institutions party thereto (the “Lenders”) (including all exhibits, schedules, 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 LetterLetters, the “Financing Letters”) ), pursuant to which the lenders party thereto Lenders have committed, subject to the terms and conditions thereof, to lend provide the amounts set forth debt financing described therein for the purpose of funding a portion of the aggregate value of the Merger (the “Debt Financing” and, together with the Equity FinancingFinancing (including the rollover equity financing), the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, timing, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectivelyany such letter, a “Fee LettersLetter”)) and any other agreements related thereto that would impact the amount, timing, conditionality, availability or termination of the Debt Financing. The Each of the Equity Commitment Letter Letters provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b)thereof; and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose each of the granting of an injunction, specific performance or other equitable relief in connection with Guarantors have waived any defenses to the exercise by Company enforceability of such third party beneficiary rights, in each case, in accordance with its terms and subject to the limitations set forth herein and therein.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an a duly executed equity commitment letter, dated as of the date of this Agreement, between Parent and Guarantor Guarantors (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto Guarantors have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) duly executed debt commitment letterletters, dated as of the date of this Agreement, among Parent, Merger Sub and the lenders party Financing Sources thereto (including all exhibits, schedules and annexes thereto, as may be amended or modified in accordance with the terms hereof and thereof, the “Debt Commitment Letters” and, together with the Equity Commitment LetterLetter and the Fee Letters, the “Financing Letters”) and any other agreements related thereto, pursuant to which the lenders party Financing Sources thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (including the repayment, prepayment or discharge of certain outstanding Indebtedness of the Company and its Subsidiaries as specified therein) (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, timing, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b)thereof; and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose Guarantors have waived any defenses to the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company enforceability of such third party beneficiary rights.

Financing Letters. As True, complete and fully executed copies of each of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which the equity commitment parties thereto have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) executed commitment letter, dated as of the date of this Agreement, among Merger Sub and the lenders party thereto (the “Debt Commitment Letters” and, together with the OEP Recap Equity Commitment LetterLetter and the Acquisition Equity Commitment Letters (together, the “Financing Letters”) pursuant have been furnished to which Navigant. As of the lenders party thereto date hereof, (i) each of the Financing Letters is in full force and effect and has not been amended or modified in any respect, (ii) all commitment or other fees required to be paid by CWT and due from CWT as of the date hereof under each of the Financing Letters have committedbeen paid in full, subject and, (iii) to the terms and conditions thereofknowledge of CWT, no event has occurred which (with or without notice, lapse of time or both) would constitute a breach under any of the Financing Letters by CWT or, to lend the amounts set forth therein for the purpose knowledge of funding a portion CWT, any other party to any of the aggregate value Financing Letters. Assuming the accuracy of the Merger representations and warranties of Navigant contained in this Agreement and Navigant’s compliance with its covenants contained in this Agreement, to the knowledge of CWT, there are no facts and circumstances on the date hereof that would reasonably be expected to prevent the conditions described in each of the Financing Letters from being satisfied. Assuming the accuracy of the representations and warranties of Navigant contained in this Agreement and Navigant’s compliance with its covenants contained in this Agreement, the aggregate proceeds of (i) the “financings contemplated by the Debt Financing” andCommitment Letters, (ii) the transactions contemplated by the OEP Recap Equity Commitment Letter and (iii) the transactions contemplated by the Acquisition Equity Commitment Letters, when taken together with the Equity Financingavailable cash of CWT and Navigant and its subsidiaries, are sufficient to pay the aggregate Merger Consideration for all outstanding shares of Navigant Common Stock pursuant to Article II, to pay all amounts required to be paid to holders of Navigant Options pursuant to Section 2.3, to repay any indebtedness of Navigant and its subsidiaries that may become due as a result of the transactions contemplated by this Agreement, to pay all fees and expenses and make all other payments contemplated by this Agreement and to consummate the transactions contemplated by the Accor Transaction Agreement (the financings in clause (i) above and the transactions in clauses (ii) and (iii) above being hereafter collectively referred to as the “FinancingFinancings”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Debt Financing) in connection with the Debt Commitment Letters (collectively, “Fee Letters”). The Equity Commitment Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights.

Financing Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) an duly executed equity commitment letterletters, dated as of the date of this Agreement, between Parent and each Guarantor party thereto (the “Equity Commitment LetterLetters”) pursuant to which the equity commitment parties thereto Guarantors have committed, subject to the terms and conditions thereoftherein, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) executed commitment letter, dated as of the date of this Agreement, among Merger Sub and the lenders party thereto (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Letters”) pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the aggregate value transactions contemplated hereby and thereby (the “Equity Financing”); and (ii) a duly executed debt commitment letter, dated as of the Merger date of this Agreement, among Parent 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 Letter” and, together with the Equity Commitment Letter and the Fee Letters referenced below, the “Financing Letters”), pursuant to which the Financing Sources providing commitments therein have committed, subject to the terms and conditions therein, to lend the amounts set forth therein for the purposes set forth therein (including the funding a portion of the transactions contemplated hereby and thereby (including the repayment, prepayment or discharge of the outstanding Company Indebtedness)) (together with any Alternate Debt Financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any executed fee letter (which may be delivered redacted solely with the fee amounts, respect to fees and other customarily redacted economic provisions (including customary “market flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Debt Financingterms)) in connection with the Debt Commitment Letters Letter (collectivelyany such letter, a “Fee LettersLetter”). The Equity Commitment Letter provides Letters provide that (A) the Company is an express third party beneficiary thereof entitled to enforce such Equity Commitment Letters in connection accordance with the Company’s exercise of its rights under Section 9.10(b); and (B) subject in all respects to Section 9.10(b), Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rightsterms thereof.