Status of Financing Commitments. As of the date of this Agreement:
(i) each of the Debt Commitment Letter, the Debt Fee Letters and the Equity Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, with respect to the subject matter therein to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and subject, as to enforceability, to general principles of equity;
(ii) neither the Debt Commitment Letter, the Debt Fee Letters nor the Equity Commitment Letter has been amended, supplemented or modified in any manner;
(iii) the commitments under the Debt Commitment Letter and Equity Commitment Letter have not been withdrawn, rescinded, replaced or terminated;
(iv) no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or, to the knowledge of Parent, any other party thereto under the Debt Commitment Letter, the Debt Fee Letters or the Equity Commitment Letter that would reasonably be expected to in either case result in the failure of the funding obligations thereunder;
(v) Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing and Equity Financing; and
(vi) neither Parent nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing or Equity Financing, (x) other than as set forth in the Debt Commitment Letter, any Debt Fee Letter or the Equity Commitment Letter or (y) that would reasonably be expected to reduce the aggregate cash proceeds of the Equity Financing and the Debt Financing to an amount that is less than what is necessary to fund the Financing Amounts, add any conditions precedent (or expand any conditions precedent set forth in the Debt Commitment Letter or any Debt Fee Letter as in effect on the date hereof) to the funding of the Debt Financing or adversely affect the enforceability of the Debt Financing.
Status of Financing Commitments. As of the date of this Agreement:
(i) the Debt Commitment Letter is in full force and effect, subject to the terms and conditions set forth therein;
(ii) the Debt Commitment Letter has not been amended, supplemented or modified in any manner;
(iii) the commitments under the Debt Commitment Letter have not been withdrawn, rescinded, replaced or terminated;
(iv) no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or any other party thereto under the Debt Commitment Letter that could, in either case, reasonably be expected to result in the failure of the funding obligations thereunder; and
(v) neither Parent nor any of its Affiliates has entered into any material written agreement, side letter or other arrangement relating to the Debt Financing, other than as set forth in the Debt Commitment Letter, if any.
Status of Financing Commitments. As of the date of this Agreement: (i) the Equity Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and each other party thereto, with respect to the subject matter therein to provide the financing contemplated thereby, subject only to the satisfaction or waiver of the Financing Conditions and to Bankruptcy and Enforceability Exceptions; (ii) the Equity Commitment Letter has not been amended, supplemented or modified in any manner; (iii) the commitments under the Equity Commitment Letter have not been withdrawn, rescinded, replaced or terminated; and (iv) no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or, to the Knowledge of Parent, any other party thereto under the Equity Commitment Letter. Neither Parent nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the Equity Financing, other than as set forth in the Equity Commitment Letter. The Equity Commitment Letter provides that (A) the Company is a third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 8.12; and (B) Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise of such third party beneficiary rights.
