Common use of Sufficiency of Funds Clause in Contracts

Sufficiency of Funds. (a) Parent has delivered to the Company a true and complete copy of the executed Equity Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing Uses”). As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the Closing.

Sufficiency of Funds. (a) Parent has delivered to the Company a true and complete copy copies of a fully executed commitment letter (the “Debt Commitment Letter”) from XX Xxxxxx Chase Bank, N.A., X.X. Xxxxxx Securities Inc., Credit Suisse and Credit Suisse Securities (USA) LLC to Parent to provide the debt financing described therein to Parent in the amounts described therein (the “Debt Financing”). The proceeds from the Debt Financing, together with the other sources of funds shown on Annex I to Exhibit C to the Debt Commitment Letter, will be sufficient to provide financing to Parent in respect of the executed Equity Uses of Funds shown on Annex I to Exhibit C to the Debt Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity The Debt Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing Uses”). As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereofform so delivered, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, valid and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, subject to the Knowledge of Parent, such other parties thereto termination or expiration thereof in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionterms. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, time or both, would, individually or would reasonably be expected toin the aggregate, constitute a material default or breach on the part of Parent or any Investor under any term, term or a failure to satisfy a condition, condition of the Equity Debt Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06Letter. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would will be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required closing to be satisfied by it contained in the Debt Commitment Letter or that the full amount of Debt Financing described in the Equity Financing Debt Commitment Letter will not be available to it at on the ClosingClosing Date. Parent has fully paid any and all commitment fees or other fees, if any, required by the Debt Commitment Letter to be paid on or before the date of this Agreement. The Debt Commitment Letter has not been amended or modified except as permitted by this Agreement and, as of the date hereof, the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. There are no conditions precedent or other similar contingencies to obtaining the initial funding of the full amount of the Debt Financing to be made available on the Closing Date as described in the Debt Commitment Letter, other than as set forth in the Debt Commitment Letter.

Sufficiency of Funds. (a) As of the Effective Time, Parent will have sufficient cash, available lines of credit or other sources of immediately available funds (including the Company’s cash funds) to consummate the transactions contemplated by this Agreement and to satisfy all of Parent’s and the Purchaser’s monetary obligations under this Agreement, and will make available to the Purchaser such funds, including the payment of the Offer Price in respect of each Share validly tendered and accepted in the Offer, the payoff and termination of Company Debt, the payment of the Merger Consideration in respect of the Merger and the payment of all associated Expenses of the Offer and the Merger to be paid by Parent. (b) Parent has delivered to the Company a true and complete copy of (i) the executed Equity Debt Commitment Letter. Assuming Letter and (ii) the Equity Financing is funded fee letter related thereto with only fee and other economic and “flex” terms redacted; provided, that, in accordance with customary practice, such redacted terms do not affect the Equity Commitment Letterconditionality of, at the Closingtiming of the funding of, the availability of, or the amount of cash proceeds available to Parent will have sufficient funds from the Debt Financing (as the same may be amended or modified to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectivelyextent permitted hereunder, the “Financing UsesRedacted Fee Letter”). As of the date hereof, there are no side letters each of the Debt Commitment and the Redacted Fee Letter is in full force and effect and, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or preferential transfers or other Contracts relating similar Laws, now or hereafter in effect, affecting creditors’ rights generally and rules of Law governing specific performance, injunctive relief and other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at Law, constitutes the legal, valid and binding obligation of Parent and its Affiliates that are party thereto and, to the funding knowledge of Parent, each other party thereto, to provide the Debt Financing, subject only to the satisfaction or waiver of the Equity Financing, other than as expressly conditions precedent set forth in Section 6 of the Equity Debt Commitment Letter. Letter (bthe “Financing Conditions”). 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. As of the date hereof, the Equity commitments contained in the Debt Commitment Letter is in full force and effect and has have not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or(and, to the Knowledge knowledge of Parent, by the other parties theretono Financing Source has indicated an intent to so withdraw, terminate, or rescind). As of the date hereof, neither the Equity Debt Commitment Letter, Letter nor the Redacted Fee Letter have been amended or modified in the form delivered any respect prior to the Company, date of this Agreement and no such amendment or modification is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptioncontemplated. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, constitute a material default or breach on the part of by Parent or any Investor under of its Affiliates (or, to the knowledge of Parent, any termother party thereto), of any terms or conditions, default, or a failure to satisfy any condition precedent set forth in the Debt Commitment Letter. Except for the Redacted Fee Letter and related arrangements with respect to the Debt Commitment Letter, there are no side letters, understandings or other agreements or arrangements relating to the Debt Financing to which Parent, Purchaser or any of their Affiliates are a condition, party. There are no conditions precedent or other contingencies related to the funding of the Equity Commitment Letter or otherwise result in any portion of Debt Financing on the Equity Financing necessary to satisfy Closing Date other than the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As Conditions and, as of the date hereof, assuming subject to the satisfaction of the conditions set forth in Section 7.01 and Section 7.02Annex I, Parent has no reason to believe that it it, Purchaser, or any Investor would of their Affiliates shall not be unable able to satisfy on a timely basis any term or condition of the Equity Commitment Letter required Financing Conditions. Parent and Purchaser understands and acknowledges that under the terms of this Agreement, Parent’s and the Purchaser’s obligation to be satisfied by it consummate the Transaction is not in any way contingent upon or that otherwise subject to Parent’s, Purchaser’s, or any of their Affiliates’ consummation of any financing arrangements, Parent’s, Purchaser’s, or any of their Affiliates’ obtaining of any financing or the full amount availability, grant, provision or extension of the Equity Financing will not be available any financing to it at the ClosingParent, Purchaser, or any of their Affiliates.

Sufficiency of Funds. (a) Parent has delivered to the Company a true prior to the date hereof true, correct and complete copy copies of executed debt financing commitment letters and related fee letters (provided, that provisions of the executed Equity fee letters related to fees, pricing, economic “flex” terms, “securities demand”, thresholds, caps and other economic terms deemed to be proprietary information by the financing sources have been redacted) from the financial institutions identified therein (each a “Debt Commitment Letter”, and collectively, the “Debt Commitment Letters”), to provide, subject to the terms and conditions therein, the debt financing in the amounts set forth therein (the “Debt Financing”). Assuming the Equity Financing is funded in accordance The Debt Financing, when taken together with the Equity Commitment Letteramount of Parent’s cash on hand and other assets, at the Closing, Parent will have be sufficient funds to pay the Merger Consideration any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and all any other amounts required to be paid by Parent at Closing under this Agreement, in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses required of Parent and Merger Sub, and there is no restriction on the use of such cash for such purposes. Parent has the financial resources and capabilities to be paid at the Closing by Parent in connection with the Transactions fully perform all of its obligations under this Agreement. The Debt Commitment Letters (collectively, the “Financing Uses”). As of the date hereof, there i) are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawneffect, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to (ii) constitute the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, binding and binding obligation of each enforceable obligations of Parent and, to the Knowledge knowledge of Parent, of the other parties thereto, enforceable against Parent andexcept as may be limited by bankruptcy, to insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the Knowledge enforcement of Parentcreditors’ rights generally and general equitable principles, such other parties thereto in accordance with its terms and conditions, (iii) are not subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with any contingencies or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions that are not set forth in Section 7.01 and Section 7.02the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has no reason not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to believe that it which any Person has the right to modify or any Investor would be unable to satisfy on a timely basis any term or condition amend the terms of the Equity debt financing contemplated by the Debt Commitment Letter required to be satisfied by it Letters. The Debt Commitment Letters have not been amended or that modified, the full amount respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Equity Financing will not be available to it at Debt Commitment Letters or such reduction, withdrawal or rescission of the Closingrespective commitments thereunder is contemplated.

Sufficiency of Funds. (a) Parent has delivered to the Company a true and complete copy of the executed Equity Commitment Letter. Assuming the Equity Debt Financing is funded in accordance with the Equity terms of the Debt Commitment Letter, at Purchaser will have sufficient cash on or prior to the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent Purchaser at the Closing under pursuant to the terms of this Agreement, and to pay all of its related fees and expenses required (such sufficient cash, the “Funds”). Purchaser has no reason to believe that such Funds shall not be available as of the Closing. In no event shall the receipt by, or the availability of any funds or financing to, Purchaser or any of its Affiliates or any other financing be a condition to Purchaser’s obligation to consummate the transactions contemplated Table of Contents hereunder. Purchaser has delivered to the Company a true, correct and complete copy of the fully-executed debt commitment letter, dated as of the date hereof (as the same may be amended, modified, supplemented or superseded pursuant to Section 6.11, the “Debt Commitment Letter”), between Purchaser and Barclays Bank PLC, pursuant to which the financial institutions identified therein (the “Debt Financing Sources”) have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein (the “Debt Financing”), together with true, correct and complete copies of any related fee letters (solely in the case of any such fee letters, with only the fee amounts and percentages, pricing caps, and other economic or commercially sensitive terms redacted (none of which redacted terms or amounts would adversely affect the amount or availability of (or impose any additional conditions on the availability of) the Debt Financing); provided that references to the subject of any “flex” terms shall not be so redacted). Purchaser has fully paid (or caused to be paid at the Closing by Parent paid) any and all commitment fees or other fees required in connection with the Transactions Debt Commitment Letter that are due and payable on or prior to the date hereof and will fully pay (collectivelyor cause to be paid) any and all commitment fees or other fees required in connection with the Debt Commitment Letter that are due and payable after the date hereof and on or prior to the Closing. The Debt Commitment Letter has not been amended or modified (provided that the exercise of the “market flex” provisions contained in any fee letter referenced in the Debt Commitment Letter and provided to the Company on or prior to the date hereof shall not constitute an amendment or modification of the Debt Commitment Letter) except in accordance with Section 6.11, no such amendment or modification is contemplated as of the date hereof (excluding any amendment to the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof and which such amendment would not delay, prevent or make less likely the consummation of the transactions contemplated by the Debt Commitment Letter), and, as of the date hereof, the respective obligations and commitments contained in such letters have not been withdrawn, terminated, rescinded, amended or modified in any respect. The Debt Commitment Letter is in full force and effect as of the date hereof, and the Debt Commitment Letter constitutes the valid and binding obligations of Purchaser and, to the Knowledge of Purchaser, each other party thereto, enforceable against such party in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). As of the date hereof, no event has occurred which, with or without notice, 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 Knowledge of Purchaser, any other party thereto, under the Debt Commitment Letter, (B) to the Knowledge of Purchaser result in a failure of any condition to the Debt Financing or (C) to the Knowledge of Purchaser otherwise result in any portion of the Debt Financing being unavailable on the date of the Closing (provided that Purchaser is not making any representation or warranty in this sentence regarding the effect of the inaccuracy of the representations and warranties in Article III Table of Contents and Article IV or noncompliance by the Company or the Seller of their obligations under Section 6.11). As of the date hereof, Purchaser does not believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it under the Debt Commitment Letter on or prior to the Closing Date (provided that Purchaser is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III and Article IV or noncompliance by the Company or the Seller of their obligations under Section 6.11). There are no conditions precedent or contingencies to the obligations of the parties under the Debt Commitment Letter (including pursuant to any “flex” provisions or otherwise) to make the full amount of the Debt Financing Uses”)available to Purchaser on the terms therein or otherwise related to the funding of the full amount of the Debt Financing, except as expressly set forth in the Debt Commitment Letter. As of the date hereof, there are no side letters or other agreements, Contracts relating or arrangements to which Purchaser or any of its Affiliates is a party related to the funding of the Equity Financingor investing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a conditionapplicable, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Debt Financing will other than as set forth in the Debt Commitment Letter or as otherwise provided to the Company on or prior to the date hereof. Notwithstanding anything in this Agreement to the contrary, Purchaser understands, acknowledges and agrees that under the terms of this Agreement, Purchaser’s obligation to consummate the transactions contemplated by this Agreement is not be available in any way contingent upon or otherwise subject to it at the ClosingPurchaser’s consummation of any financing arrangements or receipt of third-party financing.

Sufficiency of Funds. (a) Parent has received and accepted, and has delivered to the Company a true true, correct and complete copy fully executed copies of the executed Equity Commitment LetterLetters, pursuant to which the Sponsors thereof have each committed to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”). Neither of the Equity Commitment Letters have been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, supplement, amendment, modification or waiver is contemplated by Parent or any other party. (b) Parent or Merger Sub has fully paid or caused to be paid any and all commitment fees or other fees required to be paid by the Equity Commitment Letters on or prior to the date hereof. Assuming the Equity Financing is funded satisfaction of the conditions precedent set forth in accordance with the Equity Commitment Letter, Article VIII at the Closing, the net proceeds contemplated by the Equity Commitment Letters in the aggregate, together with the cash on hand of the Acquired Companies, will be sufficient for the Parent will have sufficient funds Parties and the Surviving Entity to pay the Merger Consideration and all other amounts required to be paid by the Parent at Closing under Parties and the Surviving Entity in connection with the Merger and the Equity Commitment Letters (including, without limitation, payment of the Merger Consideration and repayment or refinancing of debt of any Acquired Company contemplated by this Agreement, Agreement and payment of all related other fees and expenses Expenses and obligations required to be paid at the Closing or satisfied by Parent or Merger Sub in connection with the Transactions Merger and the Debt Financing). (collectivelyc) The Equity Commitment Letters are each in full force and effect. Each Equity Commitment Letter is (i) a legal, valid and binding obligation of the Parent and each of the other parties thereto, and (ii) enforceable in accordance with its respective terms against the Parent and each of the other parties thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). There is no breach or default under the Equity Commitment Letters by the Sponsors, Parent and each of the other parties thereto, and no event has occurred that would constitute a breach or default (or with notice or lapse of time or both would constitute a breach or default) thereunder by Sponsors, Parent and each of the other parties thereto. Assuming the satisfaction of the conditions precedent set forth in Article VIII, Parent does not have any reason to believe that any of the conditions to the funding of the full amount of the Equity Financing to be funded on the Closing Date will not be satisfied on a timely basis on or prior to the Closing Date or that the full amount of the Equity Financing to be funded on the Closing Date will not be available to Parent or Merger Sub on the Closing Date. None of Parent or Merger Sub is aware of any fact, event or other occurrence that makes any of the representations or warranties of Sponsors, Parent or Merger Sub in any Equity Commitment Letter misleading or inaccurate in any material respect. Except as expressly set forth in the Equity Commitment Letters, the “Financing Uses”). As Equity Commitment Letters contain all of the date hereof, there conditions precedent and other conditions and contingencies to the obligations of the parties thereunder to make the full amount of the Equity Financing to be funded on the Closing Date available to Parent on the terms therein. There are no side letters or other Contracts relating agreements, arrangements or understandings (written or oral) to which Parent or any of its Affiliates is a party related (directly or indirectly) to the funding of the Equity Financing, Financing other than as expressly set forth in the Equity Commitment LetterLetters delivered by Parent to the Company in accordance with Section 5.4(a) above. (bd) As The obligations of the date hereofParent Parties under this Agreement are not subject to any conditions regarding Sponsors’, Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, Acquired Companies’) ability to the Knowledge of Parent, by the other parties thereto. As of the date hereof, obtain the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the ClosingFinancing.

Sufficiency of Funds. (a) Parent Buyer has delivered to the Company Seller a true and complete copy of the executed Equity Financing Commitment. As of the Signing Date, the Financing Commitment Letterhas not been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications permitted by Section 6.23), and, to Buyer’s Knowledge, none of the respective obligations and commitments contained in the Financing Commitment has been withdrawn, terminated or rescinded in any respect. Buyer has fully paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the Signing Date. Assuming (i) the Equity Financing is funded in accordance with the Equity Commitment LetterFinancing Commitment, at (ii) the Closingaccuracy in all material respects of the representations and warranties set forth in Article IV hereof, Parent and (iii) compliance by Seller and the Company with their covenants under this Agreement, the net proceeds contemplated by the Financing Commitment, together with Buyer’s cash on hand, will have in the aggregate be sufficient funds for Buyer to pay each of the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, Buyer in connection with the consummation of the Transactions and to pay all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions of Buyer. The Financing Commitment is (collectively, the “Financing Uses”). As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (bA) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, valid and binding obligation of each of Parent Buyer and, to the Knowledge of ParentBuyer, each of the other parties thereto, and (B) enforceable in accordance with its terms against Parent Buyer and, to the Knowledge of ParentBuyer, such each of the other parties thereto thereto, subject, as to clause (B), to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptiona proceeding at law or in equity). As of the date hereof, to the Knowledge of ParentSigning Date, no event has occurred which, with or without notice, lapse of time, time or both, would, would or would reasonably be expected to, to constitute a material default or breach on the part of Parent Buyer or, to the Knowledge of Buyer, any other parties thereto under the Financing Commitment; provided that Buyer is not making any representation or warranty regarding the effect of (x) any Investor under inaccuracy in the representations and warranties set forth in Article IV or (y) the failure by Seller or the Company to comply with any term, covenant herein. There are no conditions precedent or a failure other contingencies related to satisfy a condition, the funding of the Equity Commitment Letter or otherwise result Financing on the Closing Date, other than as expressly set forth in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06Commitment. As of the date hereofSigning Date, assuming there are no Contracts (whether oral or written) or commitments to enter into any Contracts (whether oral or written) to which Buyer or any of its Affiliates is a party related to the satisfaction Financing other than as expressly contained in the Financing Commitment and delivered to Seller prior to or simultaneously with the execution of this Agreement. Buyer acknowledges and agrees that Buyer’s obligations under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the conditions set forth Transactions. (b) Assuming the accuracy of Seller’s representations and warranties in Section 7.01 Article IV, immediately after giving effect to the Transactions, each of Buyer and Section 7.02, Parent the Company shall be solvent and shall: (i) be able to pay its debts as they become due; (ii) own property that has no reason a fair saleable value greater than the amounts required to believe that it or any Investor would be unable to satisfy on pay its debts (including a timely basis any term or condition reasonable estimate of the Equity Commitment Letter required to be satisfied by it or that the full amount of all contingent liabilities); and (iii) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the Equity Financing will Transactions with the intent to hinder, delay or defraud either present or future creditors of any of Buyer or the Company. In connection with the Transactions, Buyer has not be available incurred, nor plans to it at the Closingincur, debts beyond its ability to pay as they become absolute and matured.

Sufficiency of Funds. (a) Parent Concurrently with the execution and delivery of this Agreement, Buyer has delivered to the Company Seller a true and complete correct copy of the fully executed limited guarantee of Madison Dearborn Capital Partners VII-A, L.P., Madison Dearborn Capital Partners VII-C, L.P., and Madison Dearborn Capital Partners VII Executive-A, L.P. in favor of the Seller, dated as of the date hereof (the “Guarantee”). Concurrently with the execution of this Agreement, Buyer has delivered to Seller true and correct copies of fully executed commitment letters (together with all exhibits, schedules and annexes thereto, the “Debt Commitment Letters”) and the fee letter referenced therein (which may be redacted as set forth in the Debt Commitment Letters (the “Fee Letter”)) providing the terms and conditions upon which the providers or issuers thereof or other financial institutions party thereto have committed to provide the amounts of debt financing set forth therein subject to the terms and conditions set forth therein (the “Debt Financing”). Concurrently with the execution of this Agreement, Buyer has delivered to Seller true and correct copies of the fully executed commitment letter (the “Equity Commitment Letter. Assuming the Equity Financing is funded in accordance ” and, together with the Equity Debt Commitment LetterLetters, at the Closing, Parent will have sufficient funds to pay “Commitment Letters”) providing the Merger Consideration terms and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at conditions upon which the Closing by Parent in connection with the Transactions issuers thereof (collectively, the “Financing UsesEquity Investors”) committed to provide the amount of financing set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). As of The Guarantee, the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Debt Commitment Letter. (b) As of the date hereof, Letters and the Equity Commitment Letter is are in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As as of the date hereof, hereof and constitute the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, valid and binding obligation obligations of each of Parent Buyer and, to the Knowledge knowledge of ParentBuyer, the other parties thereto, enforceable against Parent andin each case, to except as the Knowledge enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of Parent, such other parties thereto equity. Assuming the funding in full of the Financing on the Closing Date in accordance with its terms the Commitment Letters, and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 6.01 and Section 7.026.02 hereof, Parent has Buyer will have on the Closing Date sufficient funds to pay all amounts contemplated by this Agreement to be paid by it on the Closing Date. There are no reason other legally binding agreements, side letters or arrangements relating to believe the Financing (other than the Commitment Letters and the Fee Letter) among the parties thereto that it or any Investor would reasonably be unable expected to satisfy on a timely basis any term or condition adversely affect the availability of the Equity Financing. The Financing is subject to no conditions precedent other than those set forth in the Commitment Letter required to be satisfied by it or that Letters and the full amount of the Equity Financing will not be available to it at the ClosingFee Letter.

Sufficiency of Funds. (a) Parent Buyer has delivered to Seller and the Company a true true, accurate and complete copy copies of executed commitment letters from the executed Equity Commitment Letter. Assuming Lenders, dated as of September 28, 2010 (as the Equity Financing is funded same may be amended and/or replaced after the date of this Agreement in accordance with the Equity Commitment LetterSection 7.10), at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing UsesDebt Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the Lenders have severally agreed to lend the amounts set forth therein to Buyer for the purpose of funding the Transactions (the provision of such funds as set forth therein, the “Financing”). As The Debt Commitment Letters are (i) legal, valid and binding obligations of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent orBuyer and, to the Knowledge Buyer’s Knowledge, each of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, thereto and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, (ii) enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its their respective terms and conditionsagainst Buyer, subject to the Bankruptcy and Equity Exception. As of Prior to the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, none of the Equity Debt Commitment Letter Letters have been amended or otherwise result modified, and as of the date hereof the respective obligations and commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any portion of the Equity Financing necessary respect and, to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As Buyer’s Knowledge, as of the date hereof, assuming the satisfaction accuracy of the conditions Seller’s representations and warranties in ARTICLE III, and Company’s representations and warranties in ARTICLE IV, and assuming compliance by Seller and the Company with the covenants and agreements set forth in Section 7.01 and 6.1, no event has occurred that would result in any breach or violation of, or constitute a default under, any Debt Commitment Letter. Subject to Buyer’s right to amend or replace the Debt Commitment Letters pursuant to Section 7.027.10, Parent has there are no reason other agreements to believe that it which Buyer, or any Investor would be unable of its Affiliates are a party relating to satisfy on a timely basis any term or condition the Financing. (b) Subject to the terms and conditions of the Equity Debt Commitment Letter required to be satisfied by it or that Letters, assuming the full amount accuracy of the Equity Financing will not be available to it Seller’s representations and warranties in ARTICLE III, and Company’s representations and warranties in ARTICLE IV, and assuming compliance by Seller and the Company with the covenants and agreements set forth in Section 6.1, the net proceeds contemplated by the Financing, together with other existing financial commitments and resources and cash on hand of Buyer at the Closing, taken together, are and will be sufficient to enable it to fulfill its obligations hereunder, and to pay all amounts to be paid by it hereunder on and after the Closing Date and any related fees and expenses.

Sufficiency of Funds. Buyers have delivered to Sellers on or prior to the Original Execution Date duly executed copies of (a) Parent the commitment letter of XX Xxxxxx Chase Bank, N.A., dated as of the Original Execution Date, pursuant to which such Person has delivered agreed, subject to the Company terms and conditions set forth therein, to provide debt financing to Buyers of up to two hundred and fifty million dollars ($250,000,000) (the “Debt Financing”) to fund a true and complete copy portion of the executed Overall Purchase Price (the “Debt Commitment Letter”) and (b) the commitment letter of the Equity Fund, dated as of the Original Execution Date, pursuant to which such Person has agreed to contribute equity financing (the “Equity Financing” and, together with the Debt Financing, the “Financings”) to Buyers to fund a portion of the Overall Purchase Price pursuant to its terms (the “Equity Commitment Letter. Assuming the Equity Financing is funded in accordance ” and, together with the Equity Debt Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing UsesCommitment Letters”). As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Each Commitment Letter is in full force and effect and has not been withdrawneffect, terminated, or rescinded or otherwise amended, supplemented, or modified in any constitutes the entire agreement of the parties thereto with respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge subject matter thereof, and is a valid and binding obligation of Parent, by the other parties thereto. As of the date hereof, none of the Equity Commitment LetterLetters has been amended, modified or terminated in the form delivered to the Company, is a legal, validany respect, and binding obligation of each of Parent andthe respective commitments contained therein have not been withdrawn, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto rescinded or otherwise modified in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionany respect. As of the date hereof, to the Knowledge of Parent, no No event has occurred which, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, constitute a material default or material breach on the part of Parent Buyers or any Investor of their Affiliates, or to the Knowledge of Buyers any other party thereto, under any term, or a failure Commitment Letter. There are no conditions precedent to satisfy a condition, the funding of the Equity Commitment Letter or otherwise result in any portion full amount of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of Financings other than the conditions precedent set forth in Section 7.01 the Commitment Letters, and Section 7.02, Parent has Buyers have no reason to believe that it the Buyers or any Investor would of their Affiliates will not be unable able to satisfy on a timely basis any term or condition of the Equity Commitment Letter closing of either Financing that is required to be satisfied by it Buyers or their Affiliates as a condition of such Financing, or that the full amount of the Equity Financing Financings will not be made available to it at Buyers on either the ClosingPhase I Closing Date or the Phase II Closing Date. Subject to the terms and conditions of the Commitment Letters, the aggregate proceeds of the Financings are in an amount sufficient to consummate the transactions contemplated by this Agreement and the CIT Bank Agreement and pay all related fees and expenses of Buyers pursuant to this Agreement and the CIT Bank Agreement. Buyers have fully paid any and all commitment fees or other fees required by the Commitment Letters (other than re-imbursements of expenses required after the date of the Debt Commitment Letter pursuant to the terms thereof).

Sufficiency of Funds. (a) Parent has delivered to the Company a true true, correct and complete copy of the fully executed Equity debt commitment letter (including all exhibits, schedules and annexes thereto and the executed fee letter and/or engagement letter associated therewith and referenced therein (which fee letter and engagement letter, in each case, may be redacted with respect to any interest rates, fee amounts, pricing caps and other similar economic terms (including flex terms) set forth therein (none of which would adversely affect the conditionality, enforceability, availability, or reduce the aggregate principal amount thereof))), dated as of the date hereof, between Parent and JPMorgan Chase Bank, N.A. (the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources have committed, subject only to the terms and conditions set forth therein, to provide debt financing, in the amounts set forth therein (the “Debt Financing”). Assuming The entry into definitive documentation for, and the Equity consummation of, the Debt Financing does not, and will not, violate or cause a default under any material indebtedness of Parent and its subsidiaries, including (i) that certain Indenture, dated March 10, 2021, by and among Parent and Regions Bank, (ii) that certain Indenture, dated as of September 16, 2014, by and among Parent and U.S. Bank National Association, (iii) that certain Credit Agreement, dated as of March 10, 2021, by and among Parent, the borrowers named therein, Bank of America, N.A., as administrative agent, and the other parties thereto, and (iv) that certain Receivables Financing Agreement, dated as of February 19, 2020, by and among O&M Funding LLC, Xxxxx & Minor Medical, Inc., the lenders named therein and PNC Bank, National Association, as administrative agent, in each case, as in effect on the date of this Agreement. (b) The Debt Commitment Letter is funded in full force and effect on the date of this Agreement and, as of the date of this Agreement, the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, terminated, amended or modified, and no withdrawal, rescission, termination, amendment or modification is contemplated (except in connection with any amendments or modifications to effectuate any “market flex” terms contained in the Debt Commitment Letter as in effect on the date hereof or to add any additional agents or other financial institutions thereto as provided for therein). The Debt Commitment Letter constitutes the legal, valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with its respective terms against the parties thereto (subject to Bankruptcy and Equity Commitment Letter, at the Closing, Exceptions). Parent will have sufficient funds has fully paid (or caused to pay the Merger Consideration be fully paid) any and all commitment fees, costs and expenses or other amounts required to be paid by Parent at Closing under this Agreementfees, and all related fees costs and expenses required to be paid at on or prior to the Closing by Parent date of this Agreement in connection with the Transactions (collectively, the “Financing Uses”)Debt Financing. As of the date hereof, there There are no side letters conditions precedent or other Contracts relating contingencies related to the funding of the Equity full amount of the Debt Financing, other than as expressly set forth in the Equity Debt Commitment Letter. Except for the Debt Commitment Letter, there are no other agreements or side letters of any kind to which Parent or any of its Affiliates is a party related to the funding of the Debt Financing or that impose additional conditions, modify, amend or expand the conditions to the funding of the Debt Financing in a manner that would impair the availability of the Debt Financing on the Closing Date, or reduce the aggregate principal amount of the Debt Financing. Assuming satisfaction (or waiver) of the conditions set forth in Article VI, as of the date of this Agreement, to the knowledge of Parent, there are no facts or circumstances that would be expected to result in Parent being unable to satisfy, prior to Closing, any term or condition of Closing to be satisfied by it contained in the Debt Commitment Letter, or that would otherwise cause the Debt Financing to be unavailable on the Closing Date. (bc) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parentthis Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, (i) constitute a material default or breach on the part of Parent or or, to the knowledge of Parent, any Investor other party thereto under any term, term or a failure to satisfy a condition, condition of the Equity Debt Commitment Letter or otherwise (ii) result in any portion of the Equity Debt Financing necessary to satisfy pay the Financing Uses contemplated thereby Required Amount being unavailable on the date on which the Closing should occur pursuant to Section 2.06Date. As of the date hereof, of this Agreement and assuming the satisfaction (or waiver) of the conditions set forth in Section 7.01 and Section 7.02Article VI, neither Parent nor any of its Affiliates has no any reason to believe (both before and after giving effect to any “market flex” terms contained in the Debt Commitment Letter) that it any of the terms or any Investor would conditions contained in the Debt Commitment Letter will not be unable to satisfy satisfied on a timely basis any term on or condition of before the Equity Commitment Letter required Closing Date or that the amounts committed pursuant to the Debt Financing necessary to pay the Required Amount will not be available to Parent on the Closing Date if the terms or conditions to be satisfied by it contained in the Debt Commitment Letter are satisfied. The aggregate proceeds contemplated by the Debt Financing, together with cash held by Parent, will be sufficient for Parent to (A) pay any and all fees expressly required to be paid on the Closing Date by Parent in connection with the Debt Financing or that the full amount Transactions on the Closing Date, (B) (without duplication to clause (A)) satisfy all of the Equity payment obligations of Parent expressly required to be paid pursuant to this Agreement and the Debt Financing will not on or prior to the Closing and (C) repay or refinance all Indebtedness required to be available to it repaid or reduced at Closing (clauses (A) through (C), the Closing“Required Amount”).

Sufficiency of Funds. (a) Parent has delivered to At the Company a true and complete copy Closing, upon receipt of the executed Equity Commitment Letter. Assuming proceeds of the Equity Financing is funded in accordance with contemplated by the Equity Commitment Letter, at the Closing, Parent Buyer (i) will have sufficient funds available to pay the Merger Consideration Purchase Price and all other amounts required to be paid any expenses incurred by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent Buyer in connection with the Transactions transactions contemplated by this Agreement or the Collateral Agreements; (collectivelyii) will have the resources and capabilities (financial or otherwise) to perform its obligations hereunder and under the Collateral Agreements; and (iii) will not have incurred any obligation, commitment, restriction or liability of any kind, absolute or contingent, present or future, which would impair or adversely affect its ability to perform its obligations hereunder and under the Collateral Agreements. Buyer understands and acknowledges that under the terms of this Agreement, including for purposes of Section 4.6 and this Section 4.7, the “Financing Uses”). As obligations of Buyer to consummate the date hereof, there transactions contemplated by this Agreement or the Collateral Agreements are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth not in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded any way contingent upon or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy consummation by Buyer of any financing arrangements, the obtaining by Buyer of any financing or the availability, grant, provision or extension of any financing to Buyer. No Other Representations or Warranties . Except for the representations and Equity Exception. As warranties contained in this Article 4, none of Buyer, any Affiliate of Buyer or any other Person makes, and neither Seller or any of its Affiliates is relying on, any representations or warranties, and -44- Broadcom and Cypress Semiconductor Confidential Buyer hereby disclaims any other representations or warranties, whether made by Buyer, any Affiliate of Buyer, or any of their officers, directors, employees, agents or representatives, with respect to the execution and delivery of this Agreement or any Collateral Agreement or the transactions contemplated hereby and thereby, notwithstanding the delivery or disclosure to Seller or its representatives of any documentation or other information with respect to any one or more of the date hereof, foregoing. Notwithstanding the foregoing or anything to the Knowledge contrary set forth herein, the foregoing shall not apply in the event of Parentfraud or to any claims or rights of Seller, no event has occurred whichany Subsidiary, with or without notice, lapse any Affiliate of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent Seller or any Investor under any term, or a failure to satisfy a condition, other Person arising out of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the Closingfraud.

Sufficiency of Funds. Purchaser has or will have on the Closing Date sufficient funds available, and the net proceeds contemplated by the Debt Commitment Letters (a) Parent has delivered to the Company a true and complete copy of the executed Equity Commitment Letter. Assuming the Equity Financing is as hereinafter defined), when funded in accordance with their terms on the Equity Commitment LetterClosing Date and when taken together cash on hand or other sources of immediately available funds, at the Closing, Parent will have provide Purchaser with sufficient funds to pay enable it to make payment of the Merger Consideration Purchase Price and all any other amounts required to be paid by Parent Purchaser at the Closing under pursuant to the terms of this Agreement, and all related of its and its representatives’ fees and expenses required to be paid at the Closing by Parent incurred in connection with the Transactions transactions contemplated by this Agreement and consummate the transactions contemplated by this Agreement. In no event shall the receipt by, or the availability of any funds or financing to Parent or any of its Subsidiaries or their Affiliates (collectivelyincluding Purchaser) or any other financing be a condition to Purchaser’s obligation to consummate the transactions or any related transactions contemplated hereunder or any Related Agreement. Purchaser has delivered to the Company true, correct and complete copies of the fully executed commitment letter from Bank of America, N.A., BofA Securities, Inc., Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, PNC Bank, National Association, PNC Capital Markets LLC, BMO Xxxxxx Bank, N.A. and BMO Capital Markets Corp. (the “Lenders”) and the related fee letters referred to therein, which may be redacted for provisions related to fees and other economic terms so long as no redaction covers terms that would adversely affect the conditionality, availability or termination of the Debt Financing (such commitment letter and fee letters, as amended, modified, supplemented, extended, or replaced from time to time in compliance with this Agreement, the “Financing UsesDebt Commitment Letters”). As of , pursuant to which the date hereofLenders have committed, there are no side letters or other Contracts relating subject only to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth therein, to provide debt financing to Parent for the purpose of consummating the transactions contemplated by this Agreement in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that aggregate amounts set forth therein (the full amount of the Equity Financing will not be available to it at the Closing“Debt Financing”).

Sufficiency of Funds. (a) Parent Buyer is solvent and has, or will have, sufficient cash on hand or other sources of immediately available funds to enable it to pay the Purchase Price, fund additional surplus to the Company of $30,000,000 and consummate the transactions contemplated by this Agreement. The Buyer and, following the Closing, the Company, will not become insolvent as a result of consummating the transactions contemplated by this Agreement. Xxxxx has delivered to the Company a Seller true and complete copy copies of the executed Equity commitment letter of WesBanco, dated as of April 29, 2024 (the “Commitment Letter. Assuming ”), pursuant to which such Person has agreed, subject to the Equity Financing is funded in accordance with the Equity Commitment Letterterms and conditions set forth therein, at the Closing, Parent will have to provide financing to Buyer sufficient funds to enable Buyer to pay the Merger Consideration Purchase Price, fund additional surplus to the Company of $30,000,000 and all other amounts required to be paid consummate the transactions contemplated by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions Agreement (collectively, the “Financing UsesFinancing”). As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Buyer and each of the other parties thereto. Prior to the date hereof, the commitment contained in the Commitment Letter has not been withdrawn, terminated, withdrawn or rescinded in any respect (and no party thereto has indicated an intent to so withdraw or rescind) or otherwise amended, supplemented, amended or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties theretorespect. As of the date hereof, Buyer is not in breach of any of the Equity Commitment Letter, terms or conditions set forth in the form delivered to the Company, is a legal, valid, Commitment Letter and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, time or both, would, or would could reasonably be expected to, to constitute a material default breach by Buyer or breach on the part of Parent or any Investor under any term, or a failure by Buyer to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06condition precedent set forth therein. As of the date hereof, assuming Buyer has fully paid any and all commitment fees or other fees on the satisfaction dates and to the extent required by the Commitment Letter. There are no conditions precedent or other contingencies relating to the funding of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity proceeds of the Financing will not except as stated in the Commitment Letter. The aggregate proceeds contemplated by the Commitment Letter, together with available cash on hand of Buyer, shall be available sufficient to it at enable Buyer to pay the ClosingPurchase Price, fund additional surplus to the Company of $30,000,000 and consummate the transactions contemplated by this Agreement.

Sufficiency of Funds. (a) Parent Buyer has delivered provided to the Company Seller a true correct and complete copy of an executed commitment letter dated February 7, 2020 (the executed Equity “Debt Commitment Letter. Assuming ”) from the Equity Financing is funded in accordance with the Equity Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing in the aggregate amount set forth therein (the “Debt Financing”). Except as set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing Uses”or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the date hereof, the Debt Commitment Letter is valid, binding and in full force and effect, enforceable in accordance with its terms against Buyer and, to the knowledge of Buyer, each of the other parties thereto, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). As of the date hereof, (i) the Debt Commitment Letter has not been amended, altered or modified (and no such amendment, alteration or modification is contemplated) and (ii) the commitments set forth in the Debt Commitment Letter have not been withdrawn or rescinded in any respect (and no such withdrawal or rescission is contemplated). As of the date hereof, there are no side letters or other Contracts relating that Buyer or any of its Affiliates is a party to that could (i) reduce the aggregate amount of the Debt Financing, or (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing or any other terms of the Debt Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing, (B) make the timely funding of the Equity Debt Financing, other than as expressly set forth in or the Equity Commitment Letter. (b) As satisfaction of the date hereofconditions to obtain the Debt Financing, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminatedless likely to occur, or rescinded or otherwise amended, supplemented, or modified in any respect (C) materially impact the ability of Buyer to enforce its rights and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by remedies against the other parties theretoto the Debt Commitment Letter. As of the date hereof, assuming the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As accuracy of the date hereof, to the Knowledge of Parentrepresentations and warranties in Article III, no event has occurred whichthat, with or without notice, lapse of time, or both, would, or would reasonably be expected to, to constitute a material default or material breach on the part of Parent or any Investor under any term, or a failure to satisfy a conditioncondition precedent on the part of Buyer or any of its Affiliates or, to the knowledge of Buyer, any other party to the Debt Commitment Letter, under the terms and conditions of the Equity Debt Commitment Letter other than any such default, breach or failure that has been waived by the Lenders, or otherwise result cured in any portion a timely manner by Buyer or its Affiliates to the satisfaction of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06Lenders. As of the date hereof, assuming the satisfaction accuracy of the conditions set forth representations and warranties in Section 7.01 Article III and Section 7.02assuming the Seller complies with and performs in all material respects all of its agreements and covenants under this Agreement, Parent Buyer (i) has no reason to believe that it or any Investor would will be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter and (ii) has no reason to believe that the full amount any portion of the Equity Debt Financing required to consummate the transactions contemplated by this Agreement will not be made available to it at Buyer on the Closing.Closing Date, including any reason to believe that any of the Lenders will not perform their funding obligations under the Debt Commitment Letter in accordance with its terms and conditions. As of the date of this Agreement, Buyer has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement. The proceeds from the Debt Financing (when consummated in accordance and terms of the Debt Commitment Letter), after netting out applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt Commitment Letter, will be sufficient when funded, together with other sources of funds that will be immediately available to Buyer, for Buyer, if the Closing occurs, to (x) consummate the transactions contemplated by this Agreement to be consummated on the Closing Date on the terms contemplated by the Transaction Documents (including without limitation the payment of the Purchase 34

Sufficiency of Funds. (a) Parent Purchaser has delivered to the Company a Seller true and complete copy fully executed copies of the executed Equity Debt Commitment Letter, dated as of April 9, 2009 between Purchaser, Credit Suisse, Credit Suisse Securities (USA) LLC, J.X. Xxxxxx Securities Inc., JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. and Citibank, N.A., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the "Debt Commitment Letter"), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Purchaser) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the "Financing") for the purposes set forth in such Debt Commitment Letter. Assuming The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the Equity Financing is funded date of this Agreement, and the respective commitments contained in accordance with the Equity Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing, other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, at assuming the Closingaccuracy of Seller's representations and warranties in the last sentence of Section 3.22, Parent will have the net proceeds contemplated from the Financing, together with other financial resources of Purchaser including cash on hand and marketable securities of Purchaser on the Closing Date, will, in the aggregate, be sufficient funds to pay for the Merger Consideration and satisfaction of all other of Purchaser's obligations under this Agreement, including the payment of any amounts required to be paid by Parent at Closing under this Agreementpursuant to Article II, and the payment of all related fees and expenses required reasonably expected to be paid at the Closing by Parent incurred in connection with the Transactions (collectively, the “Financing Uses”). As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letterherewith. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the Closing.

Sufficiency of Funds. (a) Parent has delivered to the Company a true and complete copy of the executed Equity Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing Uses”). As of the date hereof, there are no side letters or other Contracts relating to the funding XXXX has in excess of the Equity Financing, other than as expressly set forth $880,000,000.00 in the Equity Commitment Lettercash and/or United States government treasury bills. (b) As of the date hereof, XXXX has received a debt commitment letter (the Equity “Debt Commitment Letter”) from Barclays Bank PLC representing a debt commitment in an aggregate amount equal to or exceeding the amount outstanding under the First Lien Facility (the “Debt Financing”). To the Knowledge of XXXX, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, valid and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties theretoBarclays Bank PLC, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto Barclays Bank PLC in accordance with its terms and conditionsterms, subject to the Bankruptcy bankruptcy, insolvency and Equity Exception. As other Laws of the date hereofgeneral applicability relating to or affecting creditors’ rights and to general equity principles, to the Knowledge of Parent, and (ii) no event has occurred which, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, could constitute a material default or breach on the part of Parent or any Investor Barclays Bank PLC under any termthe Debt Commitment Letter. (c) Prior to the Closing, or a failure to satisfy a condition, XXXX shall consummate an initial closing of the Equity Commitment Letter or otherwise result in any portion an exchange of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06XXXX’x warrants with its warrant holders (“Warrant Exchange”). As of the date hereof, assuming XXXX has received commitments with respect to the satisfaction Warrant Exchange from each of the conditions Persons (“Warrant Exchange Parties”) set forth on Section 6.7(c) of the XXXX Disclosure Schedule (“Warrant Commitments”). In conjunction with the Warrant Exchange, XXXX’x founders, Berggruen Acquisition Holdings IV Ltd., an affiliate of Xxxxxxx Xxxxxxxxx, and Mariposa Acquisition, LLC, an affiliate of Xxxxxx X. Xxxxxxxx, have agreed to participate in the Warrant Exchange for a pro rata portion of any amounts not exchanged by other warrant holders (the “Warrant Backstop”). The Warrant Backstop and, to the Knowledge of XXXX, each of the Warrant Commitments, is in full force and effect and is a valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The terms of the Business Combination set forth in Section 7.01 this Agreement and Section 7.02the Ancillary Agreements are not materially different than the terms disclosed to the Warrant Exchange Parties by XXXX. Berggruen Acquisition Holdings IV Ltd. and Mariposa Acquisition, Parent has no reason LLC are the only affiliates of Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxx, respectively, that hold XXXX warrants and Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxx do not hold any warrants of XXXX directly. XXXX shall not engage in any equity financing transaction other than the Warrant Exchange or as otherwise permitted pursuant to believe that it or the Warrant Commitments. (d) XXXX’x cash, current assets and the funds to be received by XXXX pursuant to the Warrant Exchange (including the Warrant Backstop) and the Debt Financing represent sufficient funds to pay any Investor would be unable and all cash amounts owing under this Agreement, to satisfy on a timely basis repay the Repaid Indebtedness and to pay any term or condition and all fees and expenses, including out-of-pocket costs, incurred by XXXX, Platform Holdco and Merger Sub in connection with the consummation of the Equity Commitment Letter required to be satisfied transactions contemplated by it or that the full amount of the Equity Financing will not be available to it at the Closingthis Agreement.

Sufficiency of Funds. (a) Parent has delivered to the Company a true complete and complete copy correct copies of (i) an executed commitment letter, including all exhibits, schedules and annexes thereto, from the executed Equity Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions lenders party thereto (collectively, the “Financing UsesLenders”), dated as of May 18, 2015 (the “Commitment Letter”) and (ii) a fee letter related thereto, dated as of May 18, 2015 (provided, however, that the fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions (but not covenants), may be redacted, none of which redacted provisions could adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing) in each case, as the same may be amended and/or replaced after the date of this Agreement in accordance with Section 7.9 (collectively, the “Debt Commitment Letters”), pursuant to which the Lenders have, upon the terms and subject only to the conditions set forth therein, severally agreed to lend the amounts set forth therein to Subsidiaries of Parent for the purpose of funding the Transactions (the provision of such funds as set forth therein, the “Debt Financing”). As The Debt Commitment Letters are (i) legal, valid and binding obligations of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent orIrish Holdco and, to the Knowledge Parent’s Knowledge, each of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, thereto and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, (ii) enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its their respective terms and conditionsagainst Irish Holdco, subject to the Bankruptcy and Equity Exception. As of Prior to the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, none of the Equity Debt Commitment Letter Letters have been amended or otherwise result modified, and there are not contemplated to be any, and as of the date hereof the respective obligations and commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any portion of the Equity Financing necessary respect and, to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As Parent’s Knowledge, as of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 Sections 8.1 and Section 7.028.2, no event has occurred that would result in any breach or violation of, or constitute a default under, any Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the Debt Financing, other than as set forth in the Debt Commitment Letters. As of the date hereof, Parent has no does not have any reason to believe that it or (i) any Investor would party thereto will be unable to satisfy on a timely basis any term or condition of the Equity Debt Commitment Letter required Letters, (ii) any of the conditions to the Debt Financing will not be satisfied by it or that (iii) the full amount of the Equity Debt Financing will not be available to it Irish Holdco on the Closing Date (except to the extent Irish Holdco incurs a Bond Financing to replace the Debt Financing on or prior to the Closing Date). Irish Holdco has fully paid (or caused to be fully paid) any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or before the date of this Agreement. Subject to Irish Holdco’s right to amend or replace the Debt Commitment Letters pursuant to Section 7.9, there are no, and there are not contemplated to be any, other agreements or arrangements to which Parent or any of its Affiliates are a party relating to the Debt Financing. (b) Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Commitment Letters and the satisfaction of the conditions set forth in Sections 8.1 and 8.2, the net proceeds contemplated by the Debt Financing, together with other existing financial commitments and resources and cash on hand of Parent or its Subsidiaries at the Closing, taken together, are and will be sufficient to enable Parent and Buyer to fulfill their obligations hereunder, and to pay all amounts to be paid by them hereunder on and after the Closing Date and any related fees and expenses.

Sufficiency of Funds. (a) Parent has delivered to the Company a true and complete copy of (i) executed commitment letters pursuant to which Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, L.P. (collectively, “Avista”) and Ontario Teachers’ Pension Plan Board have committed to invest the executed amounts set forth therein (as the same may be amended, modified, supplemented or superseded, the “Equity Commitment Letter. Assuming Letters”) and (ii) the Equity commitment letter(s), dated as of the date hereof, providing for Debt Financing is funded in accordance respect of the transactions contemplated by this Agreement (as the same may be amended, modified, supplemented or superseded, the “Debt Commitment Letters”, and, together with the Equity Commitment LetterLetters, at the Closing“Commitment Letters”). As of the Closing Date, subject to the terms and conditions of the Commitment Letters and this Agreement and assuming that all of the Company’s representations and warranties in this Agreement are true and correct in all material respects, the Debt Financing contemplated by the Debt Commitment Letters, when taken together with (i) the amount of equity capital to be provided pursuant to the Equity Commitment Letters (the “Equity Financing”) and (ii) other financial resources of Parent and the Surviving Entity, including cash on hand, will have be sufficient funds to (x) pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required related to be paid at the Closing transactions contemplated by this Agreement and payable by Parent in connection with upon the Transactions terms and subject to the conditions set forth herein, (collectively, y) fund the “Financing Uses”). As Consent Solicitation and Debt Offer and (z) refinance all of the date hereof, there are no side letters or other Contracts relating outstanding Indebtedness of Parent and the Company to the funding of the Equity Financing, other than as expressly set forth in the Equity extent applicable. The Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is Letters are in full force and effect effect, are valid and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to binding obligations of each of the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, to constitute a material default or material breach on the part of Parent or, to the Knowledge of Parent, or any Investor party thereto, under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the ClosingLetters.

Sufficiency of Funds. (a) Parent Purchaser has delivered to the Company a Seller true and complete copy fully executed copies of the executed Equity Debt Commitment Letter, dated as of April 9, 2009 between Purchaser, Credit Suisse, Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities Inc., JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. and Citibank, N.A., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Purchaser) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. Assuming The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the Equity Financing is funded date of this Agreement, and the respective commitments contained in accordance with the Equity Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing, other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, at assuming the Closingaccuracy of Seller’s representations and warranties in the last sentence of Section 3.22, Parent will have the net proceeds contemplated from the Financing, together with other financial resources of Purchaser including cash on hand and marketable securities of Purchaser on the Closing Date, will, in the aggregate, be sufficient funds to pay for the Merger Consideration and satisfaction of all other of Purchaser’s obligations under this Agreement, including the payment of any amounts required to be paid by Parent at Closing under this Agreementpursuant to Article II, and the payment of all related fees and expenses required reasonably expected to be paid at the Closing by Parent incurred in connection with the Transactions (collectively, the “Financing Uses”). As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letterherewith. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the Closing.

Sufficiency of Funds. (a) Parent has delivered to the Company a true and complete copy copies, as in effect on the date of this Agreement, of the executed Equity Commitment Letter. Assuming purchase agreement, dated as of the Equity Financing is funded date of this Agreement (together with all exhibits, schedules and annexes thereto, “Subscription Agreement”), by and among Parent and the Investors, providing for the purchase of an aggregate amount of equity interests in accordance with Parent by the Equity Commitment LetterInvestors for cash in an aggregate amount set forth in the Subscription Agreement, at subject to the Closingterms and conditions set forth therein (the “Parent Funding”), pursuant to which, on the terms and subject only to the conditions set forth therein, the Investors have agreed to provide the amounts set forth therein. (b) The aggregate net cash proceeds from the Parent Funding will have be sufficient funds to pay consummate the Merger Consideration and transactions contemplated by this Agreement, including the Merger, including payment of all other the amounts required to be paid by Parent at Closing under this Agreement, hereunder and otherwise to consummate the transactions contemplated hereby (including the payment of all related fees and expenses required to be paid at the Closing payable by Parent and Merger Sub in connection with the Transactions (collectively, the “Financing Uses”respect thereof). As of the date hereofof this Agreement, there are no side letters or other Contracts relating to (i) the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter Subscription Agreement is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to constitutes the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, binding and binding obligation of each enforceable obligations of Parent and, to and the Knowledge of Parent, the other parties theretoInvestors, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, (subject to the Bankruptcy and Equity Exception. As Enforceability Exceptions), (ii) there are no conditions precedent related to the funding of the date hereoffull amount of the Parent Funding contemplated by the Subscription Agreement, other than the conditions precedent expressly set forth in the Subscription Agreement, (iii) there are no side letters, understandings or other agreements or arrangements relating to the Knowledge of Parent, no event has occurred which, with Subscription Agreement or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary Parent Funding to satisfy which Parent or any of its Affiliates is a party that could adversely affect the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As availability or amount of the date hereofParent Funding contemplated by the Subscription Agreement in any respect, other than those set forth in the Subscription Agreement and (iv) assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.026.3 (in each case, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), (x) Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied Parent Funding contemplated by it or that the full amount of the Equity Financing Subscription Agreement will not be available in full to it Parent on the Closing Date and (y) the aggregate proceeds contemplated by the Subscription Agreement will be sufficient for Parent and Merger Sub to pay in full all payments required to be made under this Agreement at the ClosingClosing and otherwise to consummate the transactions contemplated hereby (including the payment of all fees and expenses payable by Parent and Merger Sub in respect thereof). Parent has fully paid any and all commitment fees in connection with the Subscription Agreement that are payable on or prior to the date hereof.

Sufficiency of Funds. (a) Parent Such Investor has delivered to the Company Vantage a true true, accurate and complete copy of an executed commitment letter, dated as of the executed date hereof (each such letter from each Investor, an “Equity Commitment Letter. Assuming ”), pursuant to which the limited partnership that owns all of the Equity Financing is funded in accordance with the Securities (other than Equity Commitment LetterSecurities to be issued to Valhalla Management Holdings, LLC at the Closing) of such Investor (each such limited partnership, Parent will have sufficient funds a “Parent”) has, or in the case of Investor 3 other Persons have, committed to pay provide to such Investor equity financing in the Merger Consideration amount set forth therein, subject solely to the terms and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions conditions set forth therein (collectively, the “Financing UsesEquity Financing”). The only condition precedent to the obligations of the parties under such Investor’s Equity Commitment Letter(s) is the satisfaction or the waiver of the conditions expressly set forth therein. As of the date hereof, there are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the each such Equity Commitment Letter is in full force and effect and has not been withdrawn, terminatedrescinded, or rescinded terminated or otherwise amended, supplemented, amended or modified in any respect (except for any increase in the amount of funds available thereunder) and no such amendment, supplement, amendment or modification is contemplated except as permitted by Parent or, to the Knowledge of Parent, by the other parties thereto. either this Agreement or such Equity Commitment Letter(s). (b) As of the date hereof, the each of such Investor’s Equity Commitment Letter, in the form delivered to the Company, Letter(s) is a legal, valid, valid and binding obligation of each such Investor and its Parent. Each of Parent andsuch Investor’s Equity Commitment Letter(s) expressly provides that Vantage is an intended third party beneficiary thereof for the specific purposes set forth therein. There are no other agreements, side letters or arrangements relating to such Equity Commitment Letter(s) that would reasonably be expected to affect the Knowledge of Parentavailability, the other parties thereto, enforceable against Parent and, amount or conditionality of the Equity Financing contemplated by each such Equity Commitment Letter or would reasonably be expected to delay the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. Closing. (c) As of the date hereof, to neither such Investor nor its Parent (or other Persons providing Equity Commitment Letters in the Knowledge case of ParentInvestor 3) is in breach of or default under such Investor’s Equity Commitment Letter(s), and no event has occurred whichthat, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, to constitute a material default or breach on the part of such Investor or its Parent (or such other Persons), to such Investor’s Knowledge, any Investor other party to such Equity Commitment Letter(s) under any term, term or condition of such Equity Commitment Letter(s) or a failure of any condition to satisfy a condition, of the Equity Financing contemplated by such Equity Commitment Letter Letter(s) or otherwise result in any portion of the such Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which Closing Date. The proceeds from the Equity Financing contemplated by such Equity Commitment Letter(s) (together with an amount equal to the Equity Financing to be provided by each other Investor) shall be sufficient to pay all amounts required to be paid by the Investors at the Closing should occur pursuant to Section 2.062.2 and Section 3.3 of this Agreement, and to pay all of its fees and expenses in connection with the transactions contemplated hereby. As of the date hereof, assuming Assuming the satisfaction of the conditions set forth in Section 7.01 8.1 and Section 7.028.2 on the Closing Date, Parent as of the date hereof, such Investor has no reason to believe that it or any Investor would be unable the conditions to satisfy on a timely basis any term or condition of the Equity Financing contemplated by such Investor’s Equity Commitment Letter required to Letter(s) will not be satisfied by it or that the full amount of the such Equity Financing contemplated by such Equity Commitment Letter(s) will not be available to it at as of the Closing. Except as set forth in such Investor’s Equity Commitment Letter(s), in no event will the receipt by, or availability of any funds or financing to, such Investor or any of its Affiliates or any other financing be a condition to such Investor’s obligation to consummate the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.9 shall require such Investor or any other Person to seek equity financing from any source other than those counterparties to, in any amount in excess of, or on terms and conditions different from, such Investor’s Equity Commitment Letter(s); provided, that in no event will the foregoing relieve such Investor or its Parent of its obligation to fund per the terms of such Investor’s Equity Commitment Letter(s). (e) Exhibit 5.9(e) contains a true, correct and complete list of each Person that has committed funds to such Investor’s Parent as of the date hereof and the amount committed by such Person (or providing an Equity Commitment Letter in the case of Investor 3).

Sufficiency of Funds. Buyer will have at the Closing sufficient funds available to (a) Parent pay (i) the Cash Purchase Price, (ii) the Cash Payment in Lieu of Fractional Shares, (iii) all amounts required to satisfy the Closing Date Indebtedness and Company Expenses, (iv) the Change in Control Payments, (v) the Representative Fund Amount and (vi) the fees and expenses of Buyer related to the transactions contemplated by this Agreement and (b) otherwise perform all of its obligations under this Agreement and the Ancillary Agreements. Assuming the accuracy of the representations and warranties of the Company and Sellers, and subject to the satisfaction of the conditions contained herein, Buyer does not know of any circumstances or condition that would reasonably be expected to prevent or substantially delay the availability of such funds at Closing. Buyer has delivered provided to the Company a true true, correct and complete copy copies of the fully executed Equity debt commitment letter, dated as of the date hereof, by and among Xxxxx Fargo Securities, LLC, Xxxxx Fargo Bank, National Association and Buyer (the “Commitment Letter. Assuming ”), pursuant to which Xxxxx Fargo Bank, National Association has agreed to lend the Equity Financing is funded in accordance with amounts set forth therein on the Equity Commitment Letterterms and subject to the conditions set forth therein (the “Financing”) and the fee letters related thereto, at each of which has had the Closingfees, Parent will have sufficient funds to pay expenses, pricing and certain other economic terms and sublimits (including market flex) that do not affect the Merger Consideration and all other amounts required to be paid by Parent conditionality, enforceability or amount thereof available at Closing under redacted in a customary manner, for the purpose of funding the transactions contemplated by this Agreement, Agreement and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing Uses”)Ancillary Agreements. As of the date hereofof this Agreement, there are no side letters Debt Financing Source has notified Buyer (or other Contracts relating any of Buyer’s Affiliates) of its intention to withdraw or rescind its commitments under the funding of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has or its intention not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to provide the Knowledge of Parent, by the other parties theretoFinancing. As of the date hereofof this Agreement, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation Buyer does not know of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no any event has having occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, to constitute a material breach or default or breach on under the part of Parent or any Investor under any term, or a failure to satisfy a condition, terms and conditions of the Equity Commitment Letter or otherwise result the fee letters related thereto. The Commitment Letter has not been amended or modified, and the commitment contained in the Commitment Letter has not been withdrawn or rescinded in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As respect as of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity this Agreement. The Commitment Letter is in full force and effect and constitutes a valid and binding obligation of each of Buyer and, to the knowledge of Buyer, the other parties thereto, enforceable against each of them in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally or by general principles of equity. Buyer has paid in full any and all commitment fees or other fees required to be satisfied by it paid pursuant to the terms of the Commitment Letter on or that before the date of this Agreement. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing will other than as expressly set forth in the Commitment Letter and the unredacted portions of the fee letters. For the avoidance of doubt, it is not be available a condition to it at Closing under this Agreement for Buyer to obtain the ClosingFinancing or any alternative financing.

Sufficiency of Funds. (a) Parent Buyer has delivered to the Company Seller a true and complete fully executed copy of the executed Equity Commitment Letter. Assuming commitment letter, dated as of the Equity Financing is funded in accordance with the Equity Commitment Letterdate hereof among Buyer and Xxxxxxx Sachs Bank USA, at the ClosingBank of America, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this AgreementN.A., and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Lenders”), and including all related fees exhibits, schedules and expenses required to be paid at annexes thereto in effect as of the Closing by Parent in connection with the Transactions date of this Agreement (collectively, the “Financing UsesLetter”), pursuant to which and subject to the terms and conditions thereof the Lenders have agreed and committed to provide the debt financing set forth therein (the “Financing”). As of The Financing Letter has not been amended, restated or otherwise modified or waived prior to the date hereofof this Agreement and the respective commitments contained in the Financing Letter have not been withdrawn, there modified or rescinded prior to the date of this Agreement. The Financing Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Buyer and, to the knowledge of Buyer, the other parties thereto. There are no side letters conditions precedent or other Contracts contingencies relating to the funding of the Equity full amount of the Financing, other than as expressly set forth in the Equity Commitment Financing Letter. (b) As . Without limitation of the date hereofforegoing, neither the Equity Commitment fee letter entered into in connection with the Financing Letter is in full force and effect and has not been withdrawn, terminated, (the “Fee Letter”) nor any other agreement ancillary thereto contains any direct or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, indirect condition precedent to the Knowledge funding of Parentthe Financing. The net proceeds of the Financing, together with other financial resources of Buyer, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement, including the payment of the Purchase Price, and of all fees and expenses reasonably expected to be incurred by the other parties theretoBuyer in connection herewith. As of the date hereofof this Agreement, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, (i) no event has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time, time or both, would, or both would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, default) or a failure to satisfy a conditioncondition precedent, in each case, on the part of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy Buyer under the Financing Uses contemplated thereby being unavailable on Letter or, to the date on which knowledge of Buyer, any other party to the Closing should occur pursuant to Section 2.06. As of Financing Letter and (ii) Buyer does not have knowledge that the date hereof, assuming Financing or any other funds necessary for the satisfaction of all of Buyer’s obligations under this Agreement and the conditions set forth in Section 7.01 payment of all fees and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required expenses reasonably expected to be satisfied incurred by it or that the full amount of the Equity Financing Buyer in connection herewith will not be available to it at Buyer on the ClosingClosing Date. Buyer has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Letter.

Sufficiency of Funds. (a) Parent Buyer has sufficient cash on hand or other sources of immediately available funds (including amounts available under Buyer’s existing revolving credit facility and the net cash proceeds on the Closing Date of the Financing both before and after giving effect to any “flex” provisions applicable to the Debt Financing) to enable it to make payment of the Aggregate Consideration Amount, Closing Indebtedness, Seller Transaction Expenses, all other amounts to be paid or repaid by Buyer under this Agreement (whether payable on or after the Closing), and all of Buyer’s and its Affiliates’ fees and expenses associated with the Contemplated Transactions (the “Required Amount”). (b) Buyer has delivered to the Company a true true, complete and complete copy correct copies of (i) an executed commitment letter among the Sponsor and Buyer, dated as of the executed date hereof (together with all annexes, schedules and exhibits (in each case, if any) thereto, the “Equity Commitment Letter. Assuming ”, and the commitment thereunder, the “Equity Financing is funded Commitment”) to provide, subject to the terms and conditions therein, cash in accordance the aggregate amount set forth therein (the “Equity Financing”) and (ii) an executed debt commitment letter dated as of the date hereof (including all exhibits, schedules annexes and amendments thereto, the “Debt Commitment Letter” and together with the Equity Commitment Letter, at the Closing“Commitment Letters”) and any engagement letter, Parent will side letter and fee letter related to the Debt Commitment Letter (the “Debt Financing Fee Letter”) from the financial institutions named therein, pursuant to which those financial institutions have sufficient funds committed, on the terms and subject only to pay the Merger Consideration conditions expressly set forth therein, to provide to Buyer the amount of debt financing as described therein, the proceeds of which shall be used to fund the transactions contemplated by this Agreement (the “Debt Financing” and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection together with the Transactions (collectivelyEquity Financing, the “Financing UsesFinancing”). As ; provided, that the copy of the date hereofDebt Financing Fee Letter delivered to the Company has been redacted with respect to fees and commercially sensitive economic terms in a customary manner as set forth therein (it being agreed that none of which redactions cover terms that could affect the conditionality, there amount, timing, availability or termination of the Debt Financing). The Commitment Letters contain all of the conditions precedent and other conditions and contingencies to the obligations of the parties thereunder to make the full amount of the Financing available to Buyer on the terms therein. There are no side letters or other Contracts relating agreements, arrangements or understandings (written or oral) to which Buyer or any of its Affiliates is a party related (directly or indirectly) to the funding Financing and that would reasonably be expected to affect the conditionality, amount, timing, availability or termination of the Equity Debt Financing, other than as expressly set forth in the Equity Commitment Letter. (b) As Letters. The Commitment Letters have been duly executed and delivered by, and are a legal, valid and binding obligation of, Buyer and, to the knowledge of the date hereofBuyer, the Equity each other party thereto. The Commitment Letter is Letters are in full force and enforceable effect and against Buyer and, to the knowledge of Buyer, against each other party thereto. Each of the Commitment Letters has not been withdrawn, terminated, or rescinded or otherwise amendedrepudiated, rescinded, supplemented, amended or modified in any respect modified, no terms thereunder have been waived, and no such amendmentwithdrawal, termination, repudiation, rescission, supplement, amendment, modification or modification waiver is contemplated by Parent or, contemplated. All commitment and other fees required to be paid under the Commitment Letters on or prior to the Knowledge of Parent, by the other parties theretodate hereof have been timely paid. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming Assuming the satisfaction of the conditions set forth in Section 7.01 9.1 and Section 7.029.2, Parent has no reason Buyer is not aware of any fact, occurrence or condition that may cause the financing commitments to believe that it terminate or any Investor would be unable to satisfy on a timely basis ineffective or any term or condition of the Equity Commitment Letter closing required to be satisfied by it pursuant to the Commitment Letters to be met. Assuming the satisfaction of the conditions set forth in Section 9.1 and 9.2, the aggregate proceeds of the Financing (both before and after giving effect to any “flex” provisions), if funded together with cash on hand of the Buyer, will be sufficient to enable Buyer to make payment of the Aggregate Consideration Amount, Closing Indebtedness, Seller Transaction Expenses, all other amounts to be paid or repaid by Buyer under this Agreement (whether payable on or after the Closing), and all of Buyer’s and its Affiliates’ fees and expenses associated with the Contemplated Transactions. Assuming the satisfaction of the conditions set forth in Section 9.1 and 9.2, Buyer does not have any reason to believe (both before and after giving effect to any “flex” provisions) that any of the conditions to the funding of the full amount of the Financing will not be satisfied on a timely basis or that the full amount of the Equity Financing will not be available to it at Buyer on the date of the Closing. Assuming the satisfaction of the conditions set forth in Section 9.1 and 9.2, Buyer is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Buyer or its Affiliates in any Commitment Letter misleading or inaccurate in any material respect. Assuming the satisfaction of the conditions set forth in Article IX, the obligations Buyer under this Agreement are not subject to any conditions regarding Buyer’s, it’s Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Financing (including any Alternative Financing).

Sufficiency of Funds. (a) Parent will have available to it upon the consummation of the Merger sufficient funds to pay the Merger Consideration. (b) As of the date of this Agreement, Parent has delivered to the Company a true and complete copy copies of an executed contribution agreement, dated as of the executed Equity Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under date of this Agreement, between Parent and NECA pursuant to which NECA has committed, subject to the terms and conditions therein, to contribute all related fees of the shares of Company Common Stock beneficially owned by NECA (the “NECA Shares”) to Parent and expenses required a letter agreement, dated as of the date of this Agreement, between Parent and NECA pursuant to be paid at which NECA has committed, subject to the Closing terms and conditions therein, to vote all shares of Company Common Stock beneficially owned by Parent it in connection with favor of approving the Transactions Merger Agreement (collectivelythe foregoing agreements, the “Financing UsesNECA Agreements”). (c) As of the date of this Agreement, (i) the NECA Agreements and the terms of the NECA Agreements have not been amended or modified prior to the date of this Agreement except as permitted by this Agreement; and (ii) the commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of the date hereofof this Agreement, there are no other Contracts, agreements, side letters or other Contracts arrangements to which Parent or Merger Sub is a party relating to the funding contribution of the Equity FinancingNECA Shares, other than as expressly set forth in the Equity Commitment LetterNECA Agreements. (bd) As of the date hereofof this Agreement, the Equity Commitment Letter each NECA Agreement is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to constitutes the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, valid and binding obligation obligations of each of Parent and, to the Knowledge of Parent, the other parties theretoNECA, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto NECA in accordance with its terms terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and conditions, subject other similar laws affecting or relating to creditors’ rights generally and by general principles of equity. (e) Parent acknowledges and agrees that notwithstanding anything to the Bankruptcy and Equity Exception. As contrary in this Agreement, the consummation of the date hereof, transactions contemplated by the NECA Agreements shall not be a condition to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part obligation of Parent or any Investor under any term, or a failure and Merger Sub to satisfy a condition, of consummate the Equity Commitment Letter or otherwise result in any portion of Merger and the Equity Financing necessary to satisfy the Financing Uses other transactions contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the Closinghereby.

Sufficiency of Funds. (a) As of the date hereof and as of the Effective Time, Parent and its Subsidiaries will have available to them cash and other sources of immediately available funds, including commitments under the Parent Credit Agreement, to pay all cash amounts payable at the Effective Time pursuant to this Agreement or otherwise in connection with the Merger or the transactions relating thereto, including the Company Credit Agreement Amounts and amounts payable pursuant to any Change of Control Offer (as defined in the Company Notes Indenture) that results from the Merger (the “Transaction Amounts”). Parent and its Subsidiaries expressly acknowledge and agree that their obligations under this Agreement, including their obligations to consummate the Merger or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing, including, without limitation, the Committed Financing and/or the Financing. (b) Parent has delivered to the Company a true true, complete and complete copy correct copies of (i) the Commitment Letter pursuant to which JPMorgan Chase Bank, N.A has agreed, subject to the terms and conditions therein, to provide Parent with the debt financing set forth therein in connection with the Merger and the other transactions contemplated hereby and (ii) fee letter referenced therein (together with all exhibits, schedules and annexes thereto, the “Debt Fee Letter”, and together with the Commitment Letter, the “Debt Commitment Letter”) redacted solely for confidential provisions related to fees, “pricing flex” and other economic terms, none of which (x) subject the funding of the executed Equity Commitment Letter. Assuming Committed Financing (as defined below) to any additional conditions precedent or (y) could reduce the Equity total amount of the Committed Financing is funded available to Parent on the Closing Date (other than as a result of changes to fees or original issue discount in accordance with the Equity “flex” terms of the Debt Fee Letter). The debt financing committed pursuant to the Debt Commitment Letter, at Letter shall be referred to herein as the Closing, “Committed Financing”. (c) Other than the Debt Commitment Letter and the Parent will have sufficient funds to pay Credit Agreement (and the Merger Consideration and all other amounts required to be paid documents previously delivered by Parent at Closing under this Agreement, and all related fees and expenses required its Subsidiaries pursuant to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing Uses”). As terms of the date hereofParent Credit Agreement), there are no side letters or other Contracts relating agreements, contracts, understandings or arrangements related to the funding Committed Financing to which Parent or any of the Equity Financing, other than as expressly set forth in the Equity Commitment Letterits affiliates is a party. (bd) As of the date hereofof this Agreement, the Equity Debt Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, valid and binding obligation of each of Parent and, to the Knowledge knowledge of Parent, the other parties thereto, and are enforceable in accordance with their terms against Parent and, to the Knowledge knowledge of Parent, such the other parties thereto in accordance with its terms and conditionsthereto, subject to the Bankruptcy and Equity Exception. Creditors’ Rights. (e) As of the date hereof, to of this Agreement and assuming the Knowledge accuracy of Parentall representations and warranties of the Company in the Agreement, no event has occurred which, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, to constitute a material default or breach on the part of Parent Parent, or any Investor to the knowledge of Parent, the other parties thereto, under any term, term or a failure to satisfy a condition, condition of the Equity Debt Commitment Letter. (f) There are no conditions relating to the funding of the full amount of the Committed Financing other than as set forth in the Debt Commitment Letter or otherwise result in any portion of delivered to the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable Company on the date on which the Closing should occur pursuant to Section 2.06hereof. As of the date hereof, of this Agreement and assuming the satisfaction accuracy of all representations and warranties of the conditions set forth Company in Section 7.01 and Section 7.02the Agreement, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required conditions to be satisfied by it or that Parent relating to the funding of the full amount of the Equity Committed Financing will not be satisfied at or prior to the Effective Time or that the Committed Financing will not be available to it Parent at the ClosingEffective Time. (g) Parent has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or prior to the date of this Agreement and shall in the future pay any such fees as they become due.

Sufficiency of Funds. (a) Parent Concurrently with the execution of this Agreement, Buyer has delivered to the Company a Seller true and complete copy copies of the executed Equity debt commitment letters, dated as of the date hereof, by and between Buyer and the lenders party thereto (the "Lenders") and the executed fee letter(s) (redacted by the Lenders in a customary manner) associated therewith (such commitment letters, together with all exhibits, schedules, annexes, supplements and amendments thereto and the fee letters, collectively, the "Debt Financing Commitment"), pursuant to which, upon the terms and subject to the conditions set forth therein, the Lenders have agreed to lend the respective amounts set forth therein (the "Debt Financing") for the purposes set forth therein, including funding the transactions contemplated by this Agreement. (b) The Debt Financing Commitment Letter. Assuming is in full force and effect as of the Equity Financing is funded date hereof and constitutes the legal, valid and binding obligation of Buyer and Buyer Parent, as applicable, and each of the other parties thereto in accordance with its terms. Prior to the Equity Commitment Letter, at the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectivelydate hereof, the “commitment contained in the Debt Financing Uses”)Commitment has not been withdrawn or rescinded in any respect (and no party thereto has indicated an intent to so withdraw or rescind) or otherwise amended or modified in any respect. As of the date hereof, there are no side letters or other Contracts relating to the funding Buyer is not in breach of any of the Equity Financing, other than as expressly terms or conditions set forth in the Equity Debt Financing Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, time or both, would, or would could reasonably be expected to, to constitute a material default breach by Buyer or breach on the part of Parent or any Investor under any term, or a failure by Buyer to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06condition precedent set forth therein. As of the date hereof, assuming Buyer has fully paid any and all commitment fees or other fees on the satisfaction dates and to the extent required by the Debt Financing Commitment. There are no conditions precedent or other contingencies relating to the funding of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity proceeds of the financing except as stated in the Debt Financing will Commitment. The aggregate proceeds of the Debt Financing contemplated by the Debt Financing Commitment, together with cash the Company has on hand as of the date hereof, shall be sufficient to enable Buyer to make payment of the Purchase Price and to consummate the transactions contemplated by this Agreement. (c) Immediately after giving effect to the transactions contemplated hereby, each of Buyer and its Affiliates and subsidiaries, including the Company, shall be solvent and shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business as currently conducted. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of any of Buyer and its subsidiaries, including the Company. In connection with the transactions contemplated hereby, Buyer has not be available incurred, nor plans to it at the Closingincur, debts beyond its ability to pay as they become absolute and matured.

Sufficiency of Funds. (a) As of the Put Date, Buyer Parent has delivered to the Company Seller Parent a true and complete copy of the debt commitment letter, together with all annexes, schedules and exhibits thereto and the CP Status Letter (but excluding any fee letters), each dated as of October 1, 2023 (collectively, the “Debt Financing Commitments”) between Buyer Parent and the Persons identified therein (together with any Persons that become a party thereto after the Put Date in accordance with the terms thereof, the “Debt Financing Sources”) and executed by the Debt Financing Sources, pursuant to which each of the lenders party thereto has agreed, subject to the terms and conditions thereof, to lend the amounts set forth therein (collectively, the “Debt Financing”) for the purpose of, among other things, funding the Transactions and related fees and expenses. Buyer Parent has also delivered to Seller Parent true and complete copies of the fully executed equity commitment letters, together with all annexes, schedules and exhibits thereto, dated as of October 1, 2023 (the “Equity Commitment LetterFinancing Commitment” and together with the Debt Financing Commitments, the “Financing Commitments”), from the Persons identified therein (together with any Persons that become a party thereto after the Put Date in accordance with the terms thereof, the “Equity Financing Sources” and, together with the Debt Financing Sources, the “Financing Sources”), reflecting each such Person’s commitment to provide to Buyer Parent, indirectly through Care Topco, at the Closing the cash amount set forth therein subject to the terms and conditions thereof (the “Equity Financing” and together with the Debt Financing, the “Financing”). Assuming Each of the Equity Financing Commitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Care Topco and Buyer Parent and, to the Knowledge of Buyer, the Equity Financing Sources party thereto and is enforceable against Care Topco and Buyer Parent and, to the Knowledge of Buyer Parent, each such Equity Financing Source in accordance with the terms of the Equity Financing Commitment, except as enforcement thereof may be limited by the Enforceability Exceptions. Following countersignature by Buyer Parent of the Debt Financing Commitments in accordance with the terms thereof, the Debt Financing Commitments, in the form so delivered, will be in full force and effect and will be a legal, valid and binding obligation of Buyer Parent and the Financing Sources party thereto and will be enforceable against Buyer Parent and, to the Knowledge of Buyer, each such Financing Source in accordance with the terms of the Debt Financing Commitments, except as enforcement thereof may be limited by the Enforceability Exceptions. The Financing Commitments have not been amended, supplemented or otherwise modified in any respect (provided that the existence or exercise of the “market flex” provisions contained in any fee letter in connection with the Debt Financing Commitments shall not constitute an amendment, supplement or modification of the Debt Financing Commitments), no amendment, supplement or modification is contemplated, and the financing commitments thereunder have not been withdrawn, terminated, repudiated or rescinded in any respect, in each case, as of the Put Date. As of the Put Date, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer Parent, to the Knowledge of Buyer Parent, or any other parties thereto under any term or condition of the Financing Commitments that would individually or in the aggregate permit the applicable Financing Sources to not make available the Financing on a timely basis to consummate the Transaction at the time required pursuant to this Agreement and Buyer Parent has no reason to believe that, assuming the satisfaction of the Closing conditions set forth in this Agreement, any term or condition precedent to the funding of any of the Financing set forth in the applicable Financing Commitments will not be satisfied on a timely basis, or that any portion of the Financing to be made thereunder will otherwise not be available to Buyer Parent (as applicable) on a timely basis to consummate the Transactions at the time required pursuant to this Agreement. Buyer Parent has fully paid or caused to be paid any and all commitment fees or other fees required by the Financing Commitments to be paid thereunder on or prior to the Put Date. The Financing, when funded in accordance with the Equity Commitment LetterFinancing Commitments and when aggregated with other cash and cash equivalents available to Buyer Parent, at will provide Buyer Parent with funds sufficient to satisfy all of Buyer Parent’s or its Subsidiaries’ payment obligations on the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing Date under this AgreementArticle I, and pay all related fees and expenses required to be paid at of Buyer Parent or its Subsidiaries that are due on the Closing by Parent in connection with Date. The obligation to fund the Transactions (collectively, the “Financing Uses”). As full amount of the date hereof, there are no side letters Financing pursuant to the terms of the Financing Commitments is not subject to any conditions precedent or other Contracts relating to the funding of the Equity Financingcontingencies, other than as expressly set forth in the Equity Commitment LetterFinancing Commitments. Buyer Parent acknowledges that its obligations under this Agreement and the other Transaction Documents contemplated hereby, including its obligations to consummate the Transactions and its obligations under Article I, are not conditioned upon or subject to the availability of funds to Buyer Parent. As of the Put Date, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) to which Buyer Parent or any of its Affiliates is a party related in any material respect to the Financing on the Closing Date other than as expressly contained or referred to in the Financing Commitments or delivered to Seller Parent on or prior to the Put Date. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming Assuming (i) the satisfaction of the conditions set forth in Section 7.01 to Buyer Parent’s obligation to consummate the Transactions, and Section 7.02, Parent has no reason after giving effect to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition the Transactions and the payment of the Equity Commitment Letter all amounts and related fees and expenses required to be satisfied paid by it Buyer Parent or that any of its Affiliates in connection with the full amount Transactions, (ii) the accuracy of the Equity Financing warranties of the Seller Parties contained in Article II in all material respects and compliance by Seller Parent and its Subsidiaries with all of its obligations hereunder in all material respects and (iii) Seller Parent and its Subsidiaries, on a consolidated basis, are Solvent immediately prior to Closing, Buyer Parent and its Subsidiaries (including the Acquired Companies), on a consolidated basis, will not be available to it at Solvent as of and immediately after the Closing. For the purposes of this Agreement, the term “Solvent”, when used with respect to any Person and its Subsidiaries, on a consolidated basis, means that, as of any date of determination, such Person and its Subsidiaries have the ability to pay and service all of their liabilities as they fall due.

Sufficiency of Funds. (a) Parent has delivered to the Company a true true, correct and complete copy copies of (i) debt commitment letters (the executed Equity “Debt Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment LetterLetters”) from THL Credit Advisors LLC, at the Closing, Parent will have sufficient funds to pay the Merger Consideration Partners Group AG and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions Xxxxxxxx Finance LLC (collectively, the “Financing UsesLenders”), dated as of the date hereof, pursuant to which the Lenders have committed, subject to the terms and conditions contained therein, to provide debt financing in the aggregate amount set forth therein for the purpose of consummating the Merger and the other transactions contemplated by this Agreement (the “Debt Financing”) and (ii) an equity commitment letter (the “Equity Commitment Letter” and together with the Debt Commitment Letters, the “Commitment Letters”) from the Guarantor, dated as of the date hereof, pursuant to which the Guarantor has committed, subject to the terms and conditions contained therein, to provide equity financing in the aggregate amount set forth therein for the purpose of consummating the Merger and the other transactions contemplated by this Agreement (the “Equity Financing” and together with the Debt Financing, the “Financing”). As of the date hereof, there are no side letters (i) the Commitment Letters have not been amended or other Contracts relating to modified and the funding of the Equity Financing, other than as expressly commitments set forth in the Equity Commitment Letter. Letters have not been withdrawn or rescinded in any respect, (bii) As there is no breach by Parent existing thereunder, (iii) assuming the conditions referred to in Section 6.2(a) are satisfied, Parent is not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate in any material respect or that would cause the commitment provided by the Lenders or the Guarantor in such Commitment Letters to be terminated or ineffective or any of the conditions contained therein not to be met, and (iv) assuming the Company complies with the terms of this Agreement and the conditions to closing referred to in Article VI are satisfied, Parent in good faith believes that Parent will be able to consummate the Financing described in the Commitment Letters on the terms provided therein. The Commitment Letters, in the form so delivered to the Company on the date hereof, are, as of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is each constitutes a legal, valid, valid and binding obligation of each of the parties thereto. Parent and, and Merger Sub have paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the Knowledge of Parent, date hereof in connection with the other parties thereto, enforceable against Parent and, to Commitment Letters. Assuming the Knowledge of Parent, such other parties thereto Financing contemplated by the Commitment Letters is consummated in accordance with its the terms of such Commitment Letters, the Parent will have sufficient funds, in cash, to consummate the Merger and conditionsthe other transactions contemplated by this Agreement and to pay, subject at the Effective Time, (i) the Merger Consideration pursuant to Article II and (ii) the holders of Company Stock Options and Company Restricted Shares in accordance with the provisions of Section 5.4. Parent and Merger Sub are not entering the Merger and the other transactions contemplated by the Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company. Immediately after giving effect to the Bankruptcy Merger and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent or any Investor under any term, or a failure to satisfy a condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses other transactions contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02by this Agreement, Parent has no reason and Surviving Corporation will be solvent and have adequate capital to believe that it or any Investor would be unable to satisfy carry on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the Closingtheir respective businesses.

Sufficiency of Funds. (a) Parent Purchaser has delivered to the Company Seller a true complete, correct and complete fully executed copy of an equity commitment letter (the executed “Equity Commitment Letter”) from KKR North America Fund XIII SCSP (the “Guarantor”) pursuant to which Guarantor has committed to provide cash equity to Purchaser in the aggregate amount, and subject to the terms and conditions, set forth therein (the “Equity Financing”). The Equity Commitment Letter is in full force and effect, has not been withdrawn, rescinded, or terminated, or otherwise amended or modified in any respect (other than an amendment or modification made in compliance with Section 5.15(b)) and is a valid and binding obligation of Purchaser and each of the other parties thereto, in each case, subject to the Enforceability Exceptions. The Equity Commitment Letter provides that Seller is an express third-party beneficiary of the rights granted to Purchaser under 58 the Equity Commitment Letter only for the purpose of seeking specific performance of Purchaser’s right to cause the Equity Financing to be funded thereunder (solely to the extent that Purchaser is permitted to enforce the Equity Financing pursuant to the terms thereof). Assuming the Equity Financing is funded accuracy of the representations and warranties set forth in accordance with Article III, the Equity Commitment Letter, performance by the Seller of its obligations contained in this Agreement and that the conditions set forth in Article VII are satisfied at the Closing, Parent (i) as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a failure of any condition to the funding of the Equity Financing or result in any portion of the Equity Financing being unavailable at the Closing, (ii) as of the date hereof, Purchaser has no reason to believe that it will have be unable to satisfy at the Closing any term or condition to the funding of the Equity Financing at the Closing required to be satisfied by it and contained in the Equity Commitment Letter and (iii) the aggregate proceeds of the Equity Financing as of the Closing, will be sufficient funds to enable Purchaser to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under this Agreement, and all related fees and expenses required to be paid Purchaser at the Closing pursuant to Section 2.9(a)(i) and all fees, costs and expenses payable by Parent Purchaser at the Closing in connection with the Transactions (collectively, the “Financing Uses”)Transactions. As of the date hereof, there There are no side letters or other Contracts relating agreements, Contracts, arrangements or understandings related to the Equity Financing that would adversely affect the availability or enforceability of the Equity Financing. There are no conditions precedent to the funding of the full amount of the Equity Financing, other than Financing except as expressly set forth in the Equity Commitment Letter. (b) As of The Guarantor has duly executed and delivered to Seller a limited guaranty (the date hereof, the Equity Commitment Letter “Limited Guaranty”). The Limited Guaranty is in full force and effect and has not been withdrawn, terminated, or rescinded or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties theretoGuarantor, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy Enforceability Exceptions, and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, with or without notice, lapse of time, time or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent the Guarantor. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt by, or availability to, Purchaser or any Investor under of its Affiliates of any term, funds or financing or any other financing transaction be a failure condition to satisfy a condition, any of the Equity Commitment Letter or otherwise result in any portion obligations of the Equity Financing necessary Purchaser to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at effect the Closing.

Sufficiency of Funds. (a) Parent has delivered to At the Company a true and complete copy Closing, upon receipt of the executed Equity Commitment Letter. Assuming proceeds of the Equity Financing is funded in accordance with contemplated by the Equity Commitment Letter, at the Closing, Parent Buyer (i) will have sufficient funds available to pay the Merger Consideration Purchase Price and all other amounts required to be paid any expenses incurred by Parent at Closing under this Agreement, and all related fees and expenses required to be paid at the Closing by Parent Buyer in connection with the Transactions transactions contemplated by this Agreement or the Collateral Agreements; (collectivelyii) will have the resources and capabilities (financial or otherwise) to perform its obligations hereunder and under the Collateral Agreements; and (iii) will not have incurred any obligation, commitment, restriction or liability of any kind, absolute or contingent, present or future, which would impair or adversely affect its ability to perform its obligations hereunder and under the Collateral Agreements. Buyer understands and acknowledges that under the terms of this Agreement, including for purposes of Section 4.6 and this Section 4.7, the “Financing Uses”). As obligations of Buyer to consummate the date hereof, there transactions contemplated by this Agreement or the Collateral Agreements are no side letters or other Contracts relating to the funding of the Equity Financing, other than as expressly set forth not in the Equity Commitment Letter. (b) As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, or rescinded any way contingent upon or otherwise amended, supplemented, or modified in any respect and no such amendment, supplement, or modification is contemplated by Parent or, to the Knowledge of Parent, by the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy consummation by Buyer of any financing arrangements, the obtaining by Buyer of any financing or the availability, grant, provision or extension of any financing to Buyer. No Other Representations or Warranties . Except for the representations and Equity Exception. As warranties contained in this Article 4, none of Buyer, any Affiliate of Buyer or any other Person makes, and neither Seller or any of its Affiliates is relying on, any representations or warranties, and Buyer hereby disclaims any other representations or warranties, whether made by Buyer, any Affiliate of Buyer, or any of their officers, directors, employees, agents or representatives, with respect to the execution and delivery of this Agreement or any Collateral Agreement or the transactions contemplated hereby and thereby, notwithstanding the delivery or disclosure to Seller or its representatives of any documentation or other information with respect to any one or more of the date hereof, foregoing. Notwithstanding the foregoing or anything to the Knowledge contrary set forth herein, the foregoing shall not apply in the event of Parentfraud or to any claims or rights of Seller, no event has occurred whichany Subsidiary, with or without notice, lapse any Affiliate of time, or both, would, or would reasonably be expected to, constitute a material default or breach on the part of Parent Seller or any Investor under any term, or a failure to satisfy a condition, other Person arising out of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it or any Investor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Financing will not be available to it at the Closingfraud.

Sufficiency of Funds. (a) Parent has The Buyers have delivered to the Company Sellers a true true, complete and complete accurate copy of the duly executed Equity commitment letter of JPMorgan Chase Bank, N.A. dated as of June 3, 2021 (as amended, modified, supplemented, extended, or replaced from time to time, the “Commitment Letter. Assuming ” and the Equity Financing financing contemplated by the Commitment Letter is funded in accordance with defined herein as the Equity “Debt Financing”), pursuant to which the lenders thereunder (the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide an incremental term facility of up to $235 million under that certain Amended and Restated Credit Agreement dated December 15, 2016 among RMCO, LLC, the Guarantor, the lenders from time to time party thereto, and JPMorgan Chase Bank, N. A. The Commitment Letter, at Letter has not been amended or modified prior to the Closing, Parent will have sufficient funds to pay the Merger Consideration and all other amounts required to be paid by Parent at Closing under date of this Agreement, and all related fees and expenses required to be paid at the Closing by Parent in connection with the Transactions (collectively, the “Financing Uses”). As as of the date hereofof this Agreement no such amendment or modification is contemplated, there and to the Knowledge of the Buyers as of the date of this Agreement, the commitments contained in the Commitment Letter have not been withdrawn, terminated, reduced or rescinded in any respect. There are no side letters or other Contracts relating agreements, contracts, arrangements or understandings related to the funding of the Equity Debt Financing, or conditions precedent or other contractual contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Equity Commitment Letter. (b) Letter delivered to the Sellers on or prior to the date of this Agreement. The Buyers have fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are payable on or prior to the date of this Agreement and will, as of the Closing, have paid in full any such amounts due on or prior to the Closing. As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawnis the legal, terminatedvalid, or rescinded or otherwise amended, supplemented, or modified in any respect binding and no such amendment, supplement, or modification is contemplated by Parent orenforceable obligation of the Buyers and, to the Knowledge knowledge of Parentthe Buyers, by each of the other parties thereto. As of the date hereof, the Equity Commitment Letter, in the form delivered to the Company, is a legal, valid, and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against Parent and, to the Knowledge of Parent, such other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, to the Knowledge of Parent, no event has occurred which, that would constitute a breach or default (or with notice or without notice, lapse of time, time or both, would, or both would reasonably be expected to, constitute a material default breach or breach on default) under the part of Parent or any Investor under any termCommitment Letter by the Buyers or, or a failure to satisfy a condition, the knowledge of the Equity Buyers, any other parties to the Commitment Letter or otherwise result in any portion of the Equity Financing necessary to satisfy the Financing Uses contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 2.06Letter. As of the date hereof, assuming the satisfaction of the conditions to closing set forth in Section 7.01 and Section 7.02Article VII, Parent has the Buyers have no reason to believe that it or any Investor would of the conditions to the Debt Financing contemplated by the Commitment Letter will not be unable to satisfy satisfied on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it or that the full amount of the Equity Debt Financing will not be available to it the Buyers at the Closing. Subject to the terms and conditions set forth in the Commitment Letter and in this Agreement, the aggregate proceeds of the Debt Financing, together with available cash on hand of Buyer, will be sufficient to enable the Buyers to pay the Closing Date Payment and the other payments contemplated to be made by the Buyers pursuant to Section 2.04 and consummate the transactions contemplated by this Agreement. Buyers shall not be obligated to use the Debt Financing, and may use other forms of financing, to pay the Closing Date Payment and any other payment obligations of Buyers.