Common use of Sufficiency of Funds Clause in Contracts

Sufficiency of Funds. Parent has delivered to the Company prior to the date hereof true, correct and complete copies of executed debt financing commitment letters and related fee letters (provided, that provisions of the 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”). The Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses 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 fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effect, (ii) constitute the valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplated.

Sufficiency of Funds. Parent has delivered to the Company prior to the date hereof true, correct true and complete copies of a fully executed debt financing commitment letters and related fee letters letter (provided, that provisions of the 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”) from XX Xxxxxx Chase Bank, N.A., X.X. Xxxxxx Securities Inc., Credit Suisse and collectively, the “Debt Commitment Letters”), Credit Suisse Securities (USA) LLC to provide, subject Parent to the terms and conditions therein, provide the debt financing described therein to Parent in the amounts set forth described therein (the “Debt Financing”). The proceeds from the Debt Financing, when taken together with the amount other sources of Parent’s cash funds shown on hand and other assetsAnnex I to Exhibit C to the Debt Commitment Letter, will be sufficient to pay provide financing to Parent in respect of the Uses of Funds shown on Annex I to Exhibit C to the Debt Commitment Letter. The Debt Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, subject to the termination or expiration thereof in accordance with its terms. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would, individually or in the aggregate, constitute a default or breach on the part of Parent under any amounts term or condition of the Debt Commitment Letter. As of the date hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the Debt Financing described in the Debt Commitment Letter will not be available to it on the Closing Date. Parent has fully paid any and all commitment fees or other fees, if any, required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required the Debt Commitment Letter to be paid in connection with on or before the consummation date of the transactions contemplated hereby and to pay all related fees and expenses 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 fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effect, (ii) constitute the valid, binding and enforceable obligations of Parent Letter has not been amended or modified except as permitted by this Agreement and, to the knowledge of Parent, as of the other parties theretodate hereof, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance 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 applicable Laws affecting contingencies to obtaining the enforcement initial funding of creditors’ rights generally and general equitable principlesthe full amount of the Debt Financing to be made available on the Closing Date as described in the Debt Commitment Letter, and (iii) are not subject to any contingencies or conditions that are not other than as set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedLetter.

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 (as hereinafter defined), when funded in accordance with their terms on the Closing Date and when taken together cash on hand or other sources of immediately available funds, will provide Purchaser with sufficient funds to enable it to make payment of the Purchase Price and any other amounts required to be paid by Purchaser at the Closing pursuant to the terms of this Agreement, and all of its and its representatives’ fees and expenses incurred in connection with the 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 (including 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 prior to the date hereof true, correct and complete copies of the fully executed debt financing commitment letters 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 (providedreferred to therein, that which may be redacted for provisions of the fee letters related to fees, pricing, economic “flex” terms, “securities demand”, thresholds, caps fees and other economic terms deemed 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 be proprietary information by the financing sources have been redacted) from the financial institutions identified therein (each a “Debt Commitment Letter”, and collectivelytime in compliance with this Agreement, the “Debt Commitment Letters”), pursuant to providewhich the Lenders have committed, subject only to the terms and conditions set forth therein, the to provide debt financing to Parent for the purpose of consummating the transactions contemplated by this Agreement in the aggregate amounts set forth therein (the “Debt Financing”). The Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses 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 fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effect, (ii) constitute the valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplated.

Sufficiency of Funds. (a) As of the Put Date, Buyer Parent has delivered to the Company prior to the date hereof true, correct Seller Parent a true and complete copies of executed debt financing commitment letters and related fee letters (provided, that provisions copy of the debt commitment letter, together with all annexes, schedules and exhibits thereto and the CP Status Letter (but excluding any fee letters related to feesletters), pricingeach dated as of October 1, 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 2023 (each a “Debt Commitment Letter”, and collectively, the “Debt Commitment LettersFinancing 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 providewhich each of the lenders party thereto has agreed, subject to the terms and conditions thereinthereof, the debt financing in 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 Financing Commitment” and together with the Debt Financing Commitments, the “Financing Commitments”). The , 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, when taken together the “Financing”). 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 amount terms of Parent’s cash on hand and other assetsthe 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 sufficient 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 pay 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 amounts required respect (provided that the existence or exercise of the “market flex” provisions contained in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid fee letter in connection with the consummation Debt Financing Commitments shall not constitute an amendment, supplement or modification of the transactions contemplated hereby 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 Financing Commitments and when aggregated with other cash and cash equivalents available to Buyer Parent, will provide Buyer Parent with funds sufficient to satisfy all of Buyer Parent’s or its Subsidiaries’ payment obligations on the Closing Date under Article I, and pay all related fees and expenses of Buyer Parent and Merger Sub, and there is no restriction or its Subsidiaries that are due on the use Closing Date. The obligation to fund the full amount of such cash for such purposesthe Financing pursuant to the terms of the Financing Commitments is not subject to any conditions precedent or other contingencies, other than as expressly set forth in the Financing Commitments. Buyer Parent has the financial resources and capabilities to fully perform all of acknowledges that its obligations under this Agreement. The Debt Commitment Letters (i) Agreement and the other Transaction Documents contemplated hereby, including its obligations to consummate the Transactions and its obligations under Article I, are in full force and effect, (ii) constitute the valid, binding and enforceable obligations of Parent and, not conditioned upon or subject to the knowledge availability of funds to Buyer Parent, . As of the other parties theretoPut Date, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance there are no Contracts or other similar applicable Laws affecting 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 enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject Financing on the Closing Date other than as expressly contained or referred to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than Financing Commitments or delivered to Seller Parent on or prior to the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedPut Date.

Sufficiency of Funds. Parent Purchaser has delivered to Seller true and complete fully executed copies of the Company prior 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 hereof true, correct and complete copies of executed debt financing commitment letters and related fee letters this Agreement (provided, that provisions of the 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”), pursuant to provide, which and subject to the terms and conditions therein, thereof each of the debt financing in 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 “Debt Financing”). The ) for the purposes set forth in such Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses 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 fully perform all of its obligations under this AgreementCommitment Letter. The Debt Commitment Letters (i) are in full force and effectLetter has not been amended, (ii) constitute the valid, binding and enforceable obligations of Parent and, restated or otherwise modified or waived prior to the knowledge date of Parent, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principlesthis Agreement, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters Letter have not been reducedwithdrawn, 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 no such amendment or modification conditions of the Debt Commitment Letters or such reductionLetter, withdrawal or rescission assuming the accuracy of Seller’s representations and warranties in the respective commitments thereunder is contemplatedlast sentence of Section 3.22, 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 for the satisfaction of all of Purchaser’s obligations under this Agreement, including the payment of any amounts required to be paid pursuant to Article II, and the payment of all fees and expenses reasonably expected to be incurred in connection herewith.

Sufficiency of Funds. Parent has delivered to At the Company prior to the date hereof trueClosing, correct and complete copies of executed debt financing commitment letters and related fee letters (provided, that provisions upon receipt of the fee letters related to fees, pricing, economic “flex” terms, “securities demand”, thresholds, caps and other economic terms deemed to be proprietary information proceeds of the Financing contemplated 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 Buyer (the “Debt Financing”). The Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, i) will be have sufficient funds available to pay the Purchase Price and any amounts required expenses incurred by Buyer in connection with any repayment or refinancing of debt the transactions contemplated by this Agreement or the Collateral Agreements; (ii) 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 obligations of Buyer to consummate the transactions contemplated by this Agreement or the Collateral Agreements are not in any way contingent upon or otherwise subject to the 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 warranties contained in this Article 4, none of Buyer, any Affiliate of Buyer or any other amounts required Person makes, and neither Seller or any of its Affiliates is relying on, any representations or warranties, and 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 be paid in connection with the consummation execution and delivery of this Agreement or any Collateral Agreement or the transactions contemplated hereby and thereby, notwithstanding the delivery or disclosure to pay all related fees and expenses Seller or its representatives of Parent and Merger Sub, and there is no restriction on any documentation or other information with respect to any one or more of the use of such cash for such purposesforegoing. Parent has Notwithstanding the financial resources and capabilities to fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effect, (ii) constitute the valid, binding and enforceable obligations of Parent and, foregoing or anything to the knowledge contrary set forth herein, the foregoing shall not apply in the event of Parent, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance fraud or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies claims or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Lettersrights of Seller, Parent has not entered into any side lettersSubsidiary, contracts, agreements any Affiliate of Seller or any other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms arising out of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedfraud.

Sufficiency of Funds. Parent has delivered to the Company prior to the date hereof true, correct and complete copies of executed (i) debt financing commitment letters and related fee letters (provided, that provisions of the 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”) from THL Credit Advisors LLC, Partners Group AG and Xxxxxxxx Finance LLC (collectively, the “Lenders”), dated as of the date hereof, pursuant to providewhich the Lenders have committed, subject to the terms and conditions contained therein, the to provide debt financing in the amounts aggregate amount set forth therein for the purpose of consummating the Merger and the other transactions contemplated by this Agreement (the “Debt Financing”). The Debt Financing, when taken together with the amount of Parent’s cash on hand ) and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses 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 fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effect, (ii) constitute an equity commitment letter (the valid, binding “Equity Commitment Letter” and enforceable obligations of Parent and, to the knowledge of Parent, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than together with the Debt Commitment Letters, Parent has not entered into any side lettersthe “Commitment Letters”) from the Guarantor, contracts, agreements or other arrangements, whether written or oraldated as of the date hereof, pursuant to which any Person the Guarantor has the right committed, subject to modify or amend 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 debt financing contemplated by date hereof, (i) the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, modified and the respective commitments contained set forth in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and in any respect, (ii) there is no such amendment 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 modification condition that makes any of the Debt 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 reduction, withdrawal Commitment Letters to be terminated or rescission 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, in full force and effect and each constitutes a legal, valid and binding obligation of the parties thereto. Parent 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 date hereof in connection with the Commitment Letters. Assuming the Financing contemplated by the Commitment Letters is consummated in accordance with the terms of such Commitment Letters, the Parent will have sufficient funds, in cash, to consummate the Merger and the other transactions contemplated by this Agreement and to pay, 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 Merger and the other transactions contemplated by this Agreement, Parent and Surviving Corporation will be solvent and have adequate capital to carry on their respective commitments thereunder is contemplatedbusinesses.

Sufficiency of Funds. Parent Buyer has delivered to the Company prior Seller a true copy of an executed commitment letter addressed to the date hereof true, correct and complete copies of executed debt financing commitment letters and related fee letters Buyer (provided, that provisions of the 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”) from Credit Suisse Securities (USA) LLC, Credit Suisse AG, RBS Securities Inc. and collectively, Royal Bank of Scotland PLC pursuant to which the “Debt Commitment Letters”), to providelenders party thereto have committed, subject to the terms and conditions set forth therein, the debt financing in to lend Buyer the amounts set forth therein thereon for the purposes of financing the transactions contemplated by this Agreement and to pay all associated fees, costs and expenses incurred in connection therewith (the “Debt Financing”). The Debt Financing, when taken together with the amount of Parent’s cash on hand Buyer has fully paid any and all commitment fees or other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid fees in connection with the consummation Commitment Letter that are payable on or prior to the date hereof and, on the date hereof, and as of the transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Subdate hereof, and there the Commitment Letter is no restriction on the use of such cash for such purposes. Parent has the financial resources and capabilities to fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effecteffect and is a legal, (ii) constitute the valid, valid and binding and enforceable obligations obligation of Parent Buyer and, to the knowledge of ParentBuyer, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting . Subject to the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms accuracy of the debt financing contemplated representations and warranties of the Company and Seller in Article 3 and Article 4, respectively, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Buyer under the Commitment Letter. Subject to the accuracy of the representations and warranties of the Company and Seller in Article 3 and Article 4, respectively, Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments it contained in the Debt Commitment Letters have not been reducedLetter. Except as expressly provided in the Commitment Letter, withdrawn or rescinded and there are no such amendment or modification of conditions precedent to funding. Assuming the Debt Financing is funded in accordance with the Commitment Letters or such reductionLetter, withdrawal or rescission of Buyer will have at the respective commitments thereunder is contemplatedClosing funds sufficient to consummate the transactions contemplated by this Agreement and to pay all associated fees, costs and expenses incurred in connection therewith.

Sufficiency of Funds. Parent (a) Purchaser has delivered to the Company prior to the date hereof trueSeller a complete, correct and complete copies fully executed copy of executed debt financing an equity commitment letters and related fee letters letter (provided, that provisions of the 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 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 collectively, the “Debt Commitment Letters”), to provide, subject to the terms and conditions thereinconditions, the debt financing in the amounts set forth therein (the “Debt Equity Financing”). The Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Sub, and there Equity Commitment Letter is no restriction on the use of such cash for such purposes. Parent has the financial resources and capabilities to fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effect, has not been withdrawn, rescinded, or terminated, or otherwise amended or modified in any respect (iiother than an amendment or modification made in compliance with Section 5.15(b)) constitute the valid, and is a valid and binding obligation of Purchaser and enforceable obligations of Parent and, to the knowledge of Parent, each of the other parties thereto, except 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 accuracy of the representations and warranties set forth in Article III, the 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, (i) as may 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 be limited 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 bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting it and contained in the enforcement of creditors’ rights generally and general equitable principles, Equity Commitment Letter and (iii) the aggregate proceeds of the Equity Financing as of the Closing, will be sufficient to enable Purchaser to pay the amounts required to be paid by Purchaser at the Closing pursuant to Section 2.9(a)(i) and all fees, costs and expenses payable by Purchaser at the Closing in connection with the Transactions. There are not subject no side letters or other agreements, Contracts, arrangements or understandings related to any contingencies the Equity Financing that would adversely affect the availability or enforceability of the Equity Financing. There are no conditions that are not precedent to the funding of the full amount of the Equity Financing except as expressly set forth in the Debt Equity Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedLetter.

Sufficiency of Funds. Parent (a) Buyer has delivered to Seller a true and complete copy of the Company Financing Commitment. As of the Signing Date, the Financing Commitment has 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 date hereof trueSigning Date. Assuming (i) the Financing is funded in accordance with the Financing Commitment, correct and complete copies of executed debt financing commitment letters and related fee letters (provided, that provisions ii) the accuracy in all material respects of the fee letters related to feesrepresentations and warranties set forth in Article IV hereof, pricingand (iii) compliance by Seller and the Company with their covenants under this Agreement, economic “flex” terms, “securities demand”, thresholds, caps and other economic terms deemed to be proprietary information the net proceeds contemplated by the financing sources have been redacted) from the financial institutions identified therein (each a “Debt Commitment Letter”Financing Commitment, 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”). The Debt Financing, when taken together with the amount of ParentBuyer’s cash on hand and other assetshand, will in the aggregate be sufficient for Buyer to pay any amounts required in connection with any repayment or refinancing each of debt contemplated by this Agreement and any other the amounts required to be paid by Buyer in connection with the consummation of the transactions contemplated hereby Transactions and to pay all related fees and expenses 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 fully perform all of its obligations under this AgreementBuyer. The Debt Financing Commitment Letters is (iA) are in full force a legal, valid and effect, (ii) constitute the valid, binding and enforceable obligations obligation of Parent Buyer and, to the knowledge Knowledge of ParentBuyer, each of the other parties thereto, except and (B) enforceable in accordance with its terms against Buyer and, to the Knowledge of Buyer, each of the other parties thereto, subject, as may be limited by to clause (B), to bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium or other similar applicable Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). As of the Signing Date, no event has occurred which, 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 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 inaccuracy in the representations and warranties set forth in Article IV or (iiiy) the failure by Seller or the Company to comply with any covenant herein. There are no conditions precedent or other contingencies related to the funding of the Financing on the Closing Date, other than as expressly set forth in the Financing Commitment. As of the Signing Date, 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 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 contingencies conditions regarding Buyer’s, its Affiliates’ or conditions that are not set forth in any other Person’s ability to obtain financing for the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms consummation of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedTransactions.

Sufficiency of Funds. Parent has delivered to the Company prior 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 amounts set forth therein (as the same may be amended, modified, supplemented or superseded, the “Equity Commitment Letters”) and (ii) the commitment letter(s), dated as of the date hereof truehereof, correct and complete copies of executed debt financing commitment letters and related fee letters (provided, that provisions providing for Debt Financing in respect of the fee letters related to feestransactions contemplated by this Agreement (as the same may be amended, pricingmodified, 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 collectivelysupplemented or superseded, the “Debt Commitment Letters”, and, together with the Equity Commitment Letters, the “Commitment Letters”), to provide. As of the Closing Date, subject to the terms and conditions thereinof 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 in Debt Financing contemplated by the amounts set forth therein (the “Debt Financing”). The Debt FinancingCommitment Letters, when taken together with (i) the amount of Parent’s 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 and other assetshand, will be sufficient to (x) pay any amounts required in connection with any repayment or refinancing of debt the Merger Consideration and all fees and expenses related to the transactions contemplated by this Agreement and any other amounts required payable by Parent upon the terms and subject to be paid in connection with the consummation conditions set forth herein, (y) fund the Consent Solicitation and Debt Offer and (z) refinance all of the transactions contemplated hereby and to pay all related fees and expenses outstanding Indebtedness of Parent and Merger Sub, and there is no restriction on the use of such cash for such purposes. Parent has Company to the financial resources and capabilities to fully perform all of its obligations under this Agreementextent applicable. The Debt Commitment Letters (i) are in full force and effect, (ii) constitute the valid, are valid and binding and enforceable obligations of each of the parties thereto. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a material default or material breach on the part of Parent andor, to the knowledge Knowledge of Parent, of the other parties or any party thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting under the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplated.

Sufficiency of Funds. Parent Buyer has delivered provided to the Company prior to the date hereof true, Seller a correct and complete copies copy of an executed debt financing commitment letters and related fee letters letter dated February 7, 2020 (provided, that provisions of the 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 ) from the lenders party thereto (collectively, the “Debt Commitment LettersLenders”), to provide, subject ) relating to the terms and conditions therein, commitment of the Lenders to provide debt financing in the amounts aggregate amount set forth therein (the “Debt Financing”). The 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 or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation . As of the transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Subdate hereof, and there is no restriction on the use of such cash for such purposes. Parent has the financial resources and capabilities to fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are Letter is valid, binding and in full force and effect, (ii) constitute the valid, binding and enforceable obligations of Parent in accordance with its terms against Buyer and, to the knowledge of ParentBuyer, each of the other parties thereto, except as may be limited by subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, fraudulent conveyance or other preferential transfers, or similar applicable Laws relating to or affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principlesprinciples 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 (iiiii) are not subject to any contingencies or conditions that are not the commitments set forth in the Debt Commitment LettersLetter have not been withdrawn or rescinded in any respect (and no such withdrawal or rescission is contemplated). Other than As of the date hereof, there are no side letters or other Contracts 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 Debt Financing, or the satisfaction of the conditions to obtain the Debt Financing, less likely to occur, or (C) materially impact the ability of Buyer to enforce its rights and remedies against the other parties to the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms Letter. As of the debt financing contemplated by date hereof, assuming the accuracy of the representations and warranties in Article III, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a material default or material breach or a failure to satisfy a condition precedent on the part of Buyer or any of its Affiliates or, to the knowledge of Buyer, any other party to the Debt Commitment Letters. The Letter, under the terms and conditions of the Debt Commitment Letters have not Letter other than any such default, breach or failure that has been amended waived by the Lenders, or modifiedotherwise cured in a timely manner by Buyer or its Affiliates to the satisfaction of the Lenders. As of the date hereof, assuming the respective commitments accuracy of the representations and warranties in Article III and assuming the Seller complies with and performs in all material respects all of its agreements and covenants under this Agreement, Buyer (i) has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letters have Letter and (ii) has no reason to believe that any portion of the Debt Financing required to consummate the transactions contemplated by this Agreement will not been reducedbe made available to Buyer on the Closing Date, withdrawn 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 rescinded and no such amendment or modification other fees required to be paid pursuant to the terms of the Debt Commitment Letters Letter on or such reduction, withdrawal or rescission before the date of this Agreement. The proceeds from the Debt Financing (when consummated in accordance and terms of the respective commitments thereunder is contemplated.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. 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 prior to the date hereof true, correct Seller true and complete copies of the executed debt financing commitment letters and related fee letters letter of WesBanco, dated as of April 29, 2024 (provided, that provisions of the 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”), pursuant to providewhich such Person has agreed, subject to the terms and conditions set forth therein, to provide financing to Buyer sufficient to enable Buyer to pay the debt financing in Purchase Price, fund additional surplus to the amounts set forth therein Company of $30,000,000 and consummate the transactions contemplated by this Agreement (the “Debt Financing”). The Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation As of the transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Subdate hereof, and there the Commitment Letter is no restriction on the use of such cash for such purposes. Parent has the financial resources and capabilities to fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effecteffect and constitutes the legal, (ii) constitute the valid, valid and binding obligation of Buyer and enforceable obligations of Parent and, to the knowledge of Parent, each of the other parties thereto. Prior to the date hereof, except as may be limited by bankruptcythe commitment contained in the Commitment Letter 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, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting Buyer is not in breach of any of the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies terms or conditions that are not set forth in the Debt Commitment LettersLetter and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach by Buyer or failure by Buyer to satisfy a condition precedent set forth therein. Other than As of the Debt Commitment Lettersdate hereof, Parent Buyer has not entered into fully paid any side letters, contracts, agreements and all commitment fees or other arrangements, whether written fees on the dates and to the extent required by the Commitment Letter. There are no conditions precedent or oral, pursuant other contingencies relating to which any Person has the right to modify or amend the terms funding of the debt financing full amount of the proceeds of the Financing except as stated in the Commitment Letter. The aggregate proceeds contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modifiedLetter, together with available cash on hand of Buyer, shall be sufficient to enable Buyer to pay the respective commitments contained in Purchase Price, fund additional surplus to the Debt Commitment Letters have not been reduced, withdrawn or rescinded Company of $30,000,000 and no such amendment or modification of consummate the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedtransactions contemplated by this Agreement.

Sufficiency of Funds. Parent The Purchaser has delivered to the Company prior to the date hereof true, correct Sellers a true and complete copies copy of a duly executed debt financing commitment letters letter among the Purchaser and related fee letters EnPro Holdings, Inc., Bank of America, N.A. (providedthe “Financing Source”) and BofA Securities, that provisions of Inc. (including all exhibits, schedules, annexes and amendments thereto, collectively the 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, ) pursuant to which the “Debt Commitment Letters”), Financing Source has committed to provide, subject to provide the terms and conditions Purchaser with a loan in the amount described therein, the debt financing in the amounts set forth therein (the “Debt Financing”). The Debt Financingproceeds of which shall be used, when taken among other things and together with other funds as described herein below, on the amount of Parent’s cash on hand and other assetsClosing Date, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt consummate the transactions contemplated by this Agreement (the “Financing”) and the fully executed fee letter relating thereto (the “Fee Letter”); provided, that such fee letter may be redacted to remove fee amounts, the economic portion of any market “flex” provisions, pricing caps and other amounts required to be paid in connection with economics terms set forth therein, none of which affect the consummation availability or amount of the transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Sub, and there Financing. Such Commitment Letter is no restriction on the use of such cash for such purposes. Parent has the financial resources and capabilities to fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effecteffect and constitutes the legal, (ii) constitute valid and binding obligation of the valid, binding and enforceable obligations of Parent Purchaser and, to the knowledge of Parentthe Purchaser, each of the other parties thereto, except as may be limited by subject to bankruptcy, insolvency, reorganizationfraudulent transfer, fraudulent conveyance or other moratorium, reorganization and similar applicable Laws affecting the enforcement rights of creditors’ rights creditors generally and general the availability of equitable principlesremedies (whether in a proceeding in equity or at law). The aggregate proceeds contemplated by the Commitment Letter, together with available cash on hand of the Purchaser and (iii) are to be drawn under the Purchaser’s credit facility, shall be sufficient to enable the Purchaser to pay the Transaction Consideration and consummate the transactions contemplated by this Agreement. The Commitment Letter has not subject been amended, restated, supplemented or otherwise modified after delivery thereof to the Sellers and prior to the execution and delivery of this Agreement. As of the date hereof, neither the Purchaser nor any contingencies Affiliate of the Purchaser has entered into any agreement, side letter or conditions that are not arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment LettersLetter or in the Fee Letter. Other The Purchaser 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 Commitment Letter. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a breach, default or event of default on the part of the Purchaser or, to the knowledge of the Purchaser, any other party under, or a basis for termination by any party thereto of, the Commitment Letter. As of the date hereof, assuming satisfaction of the conditions set forth in Section 8.1 and Section 8.2 of this Agreement, the Purchaser has no knowledge that, and has not been informed that, any other party thereto will be unable to satisfy on a timely basis the obligation to provide the Financing pursuant to the Commitment Letter. There are no conditions precedent related to the funding of the full amount of the Financing, other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained conditions set forth in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedLetter.

Sufficiency of Funds. Parent Assuming the Debt Financing is funded in accordance with the terms of the Debt Commitment Letter, Purchaser will have sufficient cash on or prior to the Closing, to pay all amounts required to be paid by Purchaser at the Closing pursuant to the terms of this Agreement, and to pay all of its related fees and expenses (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 prior to the date hereof a true, correct and complete copies copy of the fully-executed debt financing commitment letters and related fee letters (providedletter, that provisions dated as of the fee letters related date hereof (as the same may be amended, modified, supplemented or superseded pursuant to feesSection 6.11, pricingthe “Debt Commitment Letter”), economic “flex” termsbetween Purchaser and Barclays Bank PLC, “securities demand”, thresholds, caps and other economic terms deemed pursuant to be proprietary information by the financing sources have been redacted) from which the financial institutions identified therein (each a “Debt Commitment Letter”, and collectively, the “Debt Commitment LettersFinancing Sources”), to provide) have committed, subject to the terms and conditions thereinthereof, the debt financing in to lend the amounts set forth therein (the “Debt Financing”). The , 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, when taken together with ); provided that references to the amount subject of Parent’s cash on hand any “flex” terms shall not be so redacted). Purchaser has fully paid (or caused to be paid) any and all commitment fees or other assets, will be sufficient to pay any amounts fees required in connection with any repayment the Debt Commitment Letter that are due and payable on or refinancing of debt contemplated by this Agreement prior to the date hereof and any other amounts required will fully pay (or cause to be paid paid) any and all commitment fees or other fees required in connection with the consummation of Debt Commitment Letter that are due and payable after the transactions contemplated hereby date hereof and on or prior to pay all related fees and expenses 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 fully perform all of its obligations under this AgreementClosing. The Debt Commitment Letters Letter has not been amended or modified (i) are in full force and effect, (ii) constitute provided that the valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, exercise of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to “market flex” provisions contained in any contingencies or conditions that are not set forth fee letter referenced in the Debt Commitment Letters. Other than Letter and provided to the Debt Commitment Letters, Parent has Company on or prior to the date hereof shall not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such constitute an amendment or modification of the Debt Commitment Letters Letter) except in accordance with Section 6.11, no such amendment or such reduction, withdrawal or rescission 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 thereunder contained in such letters have not been withdrawn, terminated, rescinded, amended or modified in any respect. The Debt Commitment Letter is contemplatedin 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 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 or arrangements to which Purchaser or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing 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 in any way contingent upon or otherwise subject to Purchaser’s consummation of any financing arrangements or receipt of third-party financing.

Sufficiency of Funds. Parent Buyer has delivered to Seller a true and complete fully executed copy of the Company prior to commitment letter, dated as of the date hereof trueamong Buyer and Xxxxxxx Sachs Bank USA, correct and complete copies Bank of executed debt financing commitment letters and related fee letters (providedAmerica, that provisions of the 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”N.A., and collectivelyXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Debt Commitment LettersLenders”), and including all exhibits, schedules and annexes thereto in effect as of the date of this Agreement (the “Financing Letter”), pursuant to provide, which and subject to the terms and conditions therein, thereof the Lenders have agreed and committed to provide the debt financing in the amounts set forth therein (the “Debt Financing”). The Debt FinancingFinancing Letter has not been amended, when taken together with restated or otherwise modified or waived prior to the amount date of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required the respective commitments contained in the Financing Letter have not been withdrawn, modified or rescinded prior to be paid in connection with the consummation date of the transactions contemplated hereby and to pay all related fees and expenses 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 fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are Financing Letter is in full force and effecteffect and constitutes the legal, (ii) constitute the valid, valid and binding and enforceable obligations obligation of Parent each of Buyer and, to the knowledge of ParentBuyer, of the other parties thereto. There are no conditions precedent or contingencies relating to the funding of the full amount of the Financing, except other than as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not expressly set forth in the Debt Commitment LettersFinancing Letter. Other than Without limitation of the Debt Commitment Lettersforegoing, Parent has not neither the fee letter entered into in connection with the Financing Letter (the “Fee Letter”) nor any side lettersother agreement ancillary thereto contains any direct or indirect condition precedent to the funding of the Financing. The net proceeds of the Financing, contractstogether with other financial resources of Buyer, agreements 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 Buyer in connection herewith. As of the date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or a failure to satisfy a condition precedent, in each case, on the part of Buyer under the Financing Letter or, to the knowledge of Buyer, any other party to the Financing Letter and (ii) Buyer does not have knowledge that the Financing or any other funds necessary for the satisfaction of all of Buyer’s obligations under this Agreement and the payment of all fees and expenses reasonably expected to be incurred by Buyer in connection herewith will not be available to Buyer on the Closing Date. Buyer has fully paid all commitment fees or other arrangements, whether written or oral, fees required to be paid prior to the date of this Agreement pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedFinancing Letter.

Sufficiency of Funds. Parent Purchaser has delivered to the Company prior to the date hereof true, correct Seller true and complete fully executed copies of executed debt financing commitment letters and related fee letters (provided, that provisions of the 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”, 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 collectivelyCitibank, N.A., including all exhibits, schedules, annexes and amendments to such letter in effect as of the “date of this Agreement (the "Debt Commitment Letters”Letter"), pursuant to provide, which and subject to the terms and conditions therein, thereof each of the debt financing in parties thereto (other than Purchaser) have severally agreed to lend the amounts set forth therein (the “Debt Financing”). The Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Sub, and there is no restriction on the use provision of such cash funds as set forth therein, the "Financing") for the purposes set forth in such purposes. Parent has the financial resources and capabilities to fully perform all of its obligations under this AgreementDebt Commitment Letter. The Debt Commitment Letters (i) are in full force and effectLetter has not been amended, (ii) constitute the valid, binding and enforceable obligations of Parent and, restated or otherwise modified or waived prior to the knowledge date of Parent, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principlesthis Agreement, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters Letter have not been reducedwithdrawn, 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 no such amendment or modification conditions of the Debt Commitment Letters or such reductionLetter, withdrawal or rescission assuming the accuracy of Seller's representations and warranties in the respective commitments thereunder is contemplatedlast sentence of Section 3.22, 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 for the satisfaction of all of Purchaser's obligations under this Agreement, including the payment of any amounts required to be paid pursuant to Article II, and the payment of all fees and expenses reasonably expected to be incurred in connection herewith.

Sufficiency of Funds. Parent Concurrently with the execution and delivery of this Agreement, Buyer has delivered to Seller a true and correct copy of the Company prior to 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 true(the “Guarantee”). Concurrently with the execution of this Agreement, Buyer has delivered to Seller true and correct and complete copies of fully executed debt financing commitment letters (together with all exhibits, schedules and related fee letters (provided, that provisions of the 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 collectivelyannexes 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, provide the amounts of debt financing set forth therein subject to the terms and conditions therein, the debt financing in the amounts set forth therein (the “Debt Financing”). The 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” and, together with the Debt Commitment Letters, the “Commitment Letters”) providing the terms and conditions upon which the issuers thereof (collectively, the “Equity Investors”) committed to provide the amount of financing set forth therein (the “Equity Financing” and, together with the Debt Financing, when taken together with the amount of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses 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 fully perform all of its obligations under this Agreement“Financing”). The Guarantee, the Debt Commitment Letters (i) and the Equity Commitment Letter are in full force and effect, (ii) effect as of the date hereof and constitute the validlegal, valid and binding and enforceable obligations of Parent Buyer and, to the knowledge of ParentBuyer, of the other parties thereto, in each case, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium or other similar applicable Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesprinciples of equity. Assuming the funding in full of the Financing on the Closing Date in accordance with the Commitment Letters, and the satisfaction of the conditions set forth in Section 6.01 and 6.02 hereof, 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 other legally binding agreements, side letters or arrangements relating to the Financing (iiiother than the Commitment Letters and the Fee Letter) are not among the parties thereto that would reasonably be expected to adversely affect the availability of the Financing. The Financing is subject to any contingencies or no conditions that are not precedent other than those set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, and the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedFee Letter.

Sufficiency of Funds. Parent has The Buyers have delivered to the Company prior to the date hereof Sellers a true, correct complete and complete copies of executed debt financing commitment letters and related fee letters (provided, that provisions accurate copy of the fee letters related duly executed commitment letter of JPMorgan Chase Bank, N.A. dated as of June 3, 2021 (as amended, modified, supplemented, extended, or replaced from time 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 collectivelytime, the “Commitment Letter” and the financing contemplated by the Commitment Letter is defined herein as the “Debt Commitment LettersFinancing”), pursuant to providewhich 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 debt financing Guarantor, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. The Commitment Letter has not been amended or modified prior to the date of this Agreement, as of the date of this Agreement no such amendment or modification is contemplated, and to the Knowledge of the Buyers as of the date of this Agreement, the commitments contained in the amounts set forth therein (Commitment Letter have not been withdrawn, terminated, reduced or rescinded in any respect. There are no side letters or other agreements, contracts, arrangements or understandings related to the “Debt Financing”). The funding of the Debt Financing, when taken together with or conditions precedent or other contractual contingencies related to the funding of the full amount of Parent’s cash the Debt Financing, other than as expressly set forth in the Commitment Letter delivered to the Sellers on hand or prior to the date of this Agreement. The Buyers have fully paid any and all commitment fees or other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt contemplated by this Agreement and any other amounts required to be paid fees in connection with the consummation Commitment Letter that are payable on or prior to the date of this Agreement and will, as of the transactions contemplated hereby and Closing, have paid in full any such amounts due on or prior to pay all related fees and expenses the Closing. As of Parent and Merger Subthe date hereof, and there the Commitment Letter is no restriction on the use of such cash for such purposes. Parent has the financial resources and capabilities to fully perform all of its obligations under this Agreement. The Debt Commitment Letters (i) are in full force and effecteffect and is the legal, (ii) constitute the valid, binding and enforceable obligations obligation of Parent the Buyers and, to the knowledge of Parentthe Buyers, each of the other parties thereto. As of the date hereof, except as may 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) under the Commitment Letter by the Buyers or, to the knowledge of the Buyers, any other parties to the Commitment Letter. As of the date hereof, assuming the satisfaction of the conditions to closing set forth in Article VII, the Buyers have no reason to believe that any of the conditions to the Debt Financing contemplated by the Commitment Letter will not be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance satisfied on a timely basis or other similar applicable Laws affecting that the enforcement full amount of creditors’ rights generally the Debt Financing will not be available to the Buyers at the Closing. Subject to the terms and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modifiedLetter and in this Agreement, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification aggregate proceeds of the Debt Commitment Letters or such reductionFinancing, withdrawal or rescission together with available cash on hand of Buyer, will be sufficient to enable the respective commitments thereunder is contemplatedBuyers 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.

Sufficiency of Funds. Parent Buyer will have at the Closing sufficient funds available to (a) 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 prior to the date hereof true, correct and complete copies of the fully executed debt financing commitment letters and related fee letters (providedletter, that provisions dated as of the fee letters related to feesdate hereof, pricingby and among Xxxxx Fargo Securities, economic LLC, Xxxxx Fargo Bank, National Association and Buyer (the “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”), pursuant to providewhich Xxxxx Fargo Bank, National Association has agreed to lend the amounts set forth therein on the terms and subject to the terms and conditions therein, the debt financing in the amounts set forth therein (the “Debt Financing”). The Debt Financing) and the fee letters related thereto, when taken together with each of which has had the fees, expenses, pricing and certain other economic terms and sublimits (including market flex) that do not affect the conditionality, enforceability or amount thereof available at Closing redacted in a customary manner, for the purpose of Parent’s cash on hand and other assets, will be sufficient to pay any amounts required in connection with any repayment or refinancing of debt funding the transactions contemplated by this Agreement and any other amounts required to be paid in connection with the consummation Ancillary Agreements. As of the transactions contemplated hereby date of this Agreement, no Debt Financing Source has notified Buyer (or any of Buyer’s Affiliates) of its intention to withdraw or rescind its commitments under the Commitment Letter or its intention not to provide the Financing. As of the date of this Agreement, Buyer does not know of any event having occurred which, with or without notice, lapse of time, or both, would reasonably be expected to constitute a breach or default under the terms and to pay all conditions of the Commitment Letter or the fee letters related fees and expenses of Parent and Merger Subthereto. The Commitment Letter has not been amended or modified, and there is no restriction on the use commitment contained in the Commitment Letter has not been withdrawn or rescinded in any respect as of such cash for such purposes. Parent has the financial resources and capabilities to fully perform all date of its obligations under this Agreement. The Debt Commitment Letters (i) are Letter is in full force and effect, (ii) constitute the valid, effect and constitutes a valid and binding and enforceable obligations obligation of Parent each of Buyer and, to the knowledge of ParentBuyer, of 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 conveyance, moratorium, receivership or other similar applicable Laws relating to or affecting the enforcement of creditors’ rights generally or by general principles of equity. Buyer has paid in full any and general equitable principles, and (iii) all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter on or before the date of this Agreement. There are not subject no conditions precedent or other contingencies related to any contingencies or conditions that are not the funding of the full amount of the Financing other than as expressly set forth in the Debt Commitment Letters. Other than Letter and the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms unredacted portions of the debt financing contemplated by fee letters. For the Debt Commitment Letters. The Debt Commitment Letters have avoidance of doubt, it is not been amended a condition to Closing under this Agreement for Buyer to obtain the Financing or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification of the Debt Commitment Letters or such reduction, withdrawal or rescission of the respective commitments thereunder is contemplatedany alternative financing.

Sufficiency of Funds. Parent has Buyers have delivered to the Company Sellers on or prior to the date hereof true, correct and complete Original Execution Date duly executed copies of executed debt financing (a) the commitment letters and related fee letters (providedletter of XX Xxxxxx Chase Bank, that provisions N.A., dated as of the fee letters related Original Execution Date, pursuant 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 providewhich such Person has agreed, subject to the terms and conditions set forth therein, the to provide debt financing in the amounts set forth therein to Buyers of up to two hundred and fifty million dollars ($250,000,000) (the “Debt Financing”). The ) to fund a portion of the 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, when taken the “Financings”) to Buyers to fund a portion of the Overall Purchase Price pursuant to its terms (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”). Each Commitment Letter is in full force and effect, constitutes the entire agreement of the parties thereto with respect to the subject matter thereof, and is a valid and binding obligation of the parties thereto. As of the date hereof, none of the Commitment Letters has been amended, modified or terminated in any respect, and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. No event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach on the part of Buyers or any of their Affiliates, or to the Knowledge of Buyers any other party thereto, under any Commitment Letter. There are no conditions precedent to the funding of the full amount of Parent’s cash the Financings other than the conditions precedent set forth in the Commitment Letters, and Buyers have no reason to believe that the Buyers or any of their Affiliates will not be able to satisfy any term or condition of closing of either Financing that is required to be satisfied by Buyers or their Affiliates as a condition of such Financing, or that the Financings will not be made available to Buyers on hand either the Phase I Closing Date or the Phase II Closing Date. Subject to the terms and other assetsconditions of the Commitment Letters, will be the aggregate proceeds of the Financings are in an amount sufficient to pay any amounts required in connection with any repayment or refinancing of debt consummate the transactions contemplated by this Agreement and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby CIT Bank Agreement and to pay all related fees and expenses of Parent Buyers pursuant to this Agreement 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 fully perform all of its obligations under this CIT Bank Agreement. The Debt Buyers have fully paid any and all commitment fees or other fees required by the Commitment Letters (i) are in full force and effect, (ii) constitute other than re-imbursements of expenses required after the valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar applicable Laws affecting the enforcement of creditors’ rights generally and general equitable principles, and (iii) are not subject to any contingencies or conditions that are not set forth in the Debt Commitment Letters. Other than the Debt Commitment Letters, Parent has not entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. The Debt Commitment Letters have not been amended or modified, the respective commitments contained in the Debt Commitment Letters have not been reduced, withdrawn or rescinded and no such amendment or modification date of the Debt Commitment Letters or such reduction, withdrawal or rescission of Letter pursuant to the respective commitments thereunder is contemplatedterms thereof).