Common use of Sufficient Funds; Financing Clause in Contracts

Sufficient Funds; Financing. (a) At the Closing, Parent, together with the Parent Subsidiaries, will have, or will have available to them, the funds necessary to pay (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing). The proceeds of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Notwithstanding anything in this Agreement to the contrary, the Parent Entities and Sub acknowledge and agree that it is not a condition to Closing under this Agreement for any Parent Entity to obtain all or any portion of the Financing.

Sufficient Funds; Financing. (a) At On the ClosingClosing Date, Parent, together with the Parent Subsidiaries, will have, or Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to themdeliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that its obligations hereunder, are not subject to, or conditioned on, the receipt or availability of any funds necessary or the Financing. (b) Buyer has delivered to pay Seller true and complete copies as of the Effective Date of (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreementfully executed debt commitment letter, dated as of December 18the Effective Date (including all exhibits and schedules thereto, 2014the “Debt Commitment Letter”), by and among among, inter alia, Buyer Parent and the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources Financing Parties specified therein and (yii) any feethe executed fee letter, syndicationdated the Effective Date (the “Fee Letter”), referenced therein, relating to fees and other terms with respect to the Financing contemplated by such Debt Commitment Letter (with only fee amounts, economic terms and customary “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, none of which redacted provisions shall not would adversely affect the conditionality, enforceability, availability, or aggregate principal amount or availability of the Financing). The proceeds Debt Commitment Letter and the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and to the knowledge of Buyer, the New Term Loan Facility shall be available other parties thereto. Pursuant to finance the Required Payments. Debt Commitment Letter, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to provide Buyer with the amounts set forth in the Debt Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letter, together with any replacement financing, including any bank financing or debt or equity securities issued in lieu thereof, the “Financing”). (c) As of the date hereofEffective Date, there are the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment, modifications amendment or waivers modification is contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the New Term Loan FacilityDebt Commitment Letter as of the Effective Date). The New Term Loan Facility is Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation obligations of, and is enforceable against, Parent, Buyer or Buyer Parent and, to the Knowledge knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitythereto. (d) Buyer or Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the Effective Date, and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Financing. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2 and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the conditions in Article VII (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Buyer does not have any reason to believe that it or Buyer Parent will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Closing Date, nor does Buyer have knowledge as of the Effective Date that any Financing Party thereto will not perform its obligations thereunder. Except for (i) customary bond engagement letters, (ii) the redacted Fee Letter provided to Seller in accordance with clause (b) Notwithstanding anything in this Agreement above, and (iii) any commitment letters, engagement letters and fee letters related to the contrarypermanent financing described in the Debt Commitment Letter (none of which, in the case of the foregoing clauses (i), (ii) or (iii) would adversely affect the conditionality, enforceability, availability or amount of the Financing), as of the Effective Date, there are no Contracts, agreements, “side letters” or other arrangements to which Buyer Parent, Buyer or any of its Subsidiaries is a party relating to the Debt Commitment Letter or the Financing. (e) As of the Effective Date, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Buyer or, to the knowledge of Buyer, any other party thereto, of any term of the Debt Commitment Letter. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the other conditions in Article VI (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), the Parent Entities Financing, when funded in accordance with the Debt Commitment Letter and Sub acknowledge giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and agree that it is not a condition original issue discount), together with cash and the other sources of immediately available funds to Buyer on the Closing Date, shall provide Buyer with cash proceeds on the Closing Date sufficient for the satisfaction of all of Buyer’s obligations under this Agreement for any Parent Entity to obtain all or any portion and the Debt Commitment Letter, including the payment of the FinancingPurchase Price and the Post-Closing Payment Amount (such amounts, collectively, the “Financing Amounts”). Neither the execution and delivery of the Definitive Agreements by Buyer Parent or Buyer, nor the consummation of the Financing contemplated thereby, nor compliance by Buyer Parent or Buyer with any of the terms or provisions thereof, will result in any breach of, or constitute a default (with or without notice or lapse of time or both) under any debt instruments referred to in the Limited Conditionality Provision (as defined in the Debt Commitment Letter as of the date hereof).

Sufficient Funds; Financing. (a) At Without limiting the Closingeffect of Section 9.13(b), Parentas of the Closing Date, together with the Parent Subsidiaries, will shall have, or will have immediately available to themit, the sufficient funds necessary to pay (i) the aggregate Per Share Cash Merger Consideration in full in accordance with and the terms of aggregate Stock Rights Payment and to consummate the transactions contemplated by this Agreement, (ii) any other amounts required to be paid in connection with including the consummation payment of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing that are for its account. (the “Required Payments”). b) Parent has delivered to the Company fully executed, a true and complete copies correct copy of the fully executed debt commitment letter pursuant to which the financial institutions party thereto (xtogether with any Person that signs a joinder to the Commitment Letter or otherwise provides or agrees to provide a portion of the Financing or any financial institution that becomes party to any Financing Document, the “Financing Sources”) have committed to provide debt financing to Parent and/or Purchaser (the New Term Loan Facility dated on “Financing”) (such commitment letter, including all exhibits, schedules and annexes thereto and a customarily redacted fee letter, collectively, the “Commitment Letter”). As of the date of this Agreement, the commitments represented by the Commitment Letter are in full force and effect and constitute valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, the other parties thereto (subject to the conditions therein). The Commitment Letter has not been amended or about modified prior to the date of this Agreement together with and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded prior to the date of this Agreement. As of the date of this Agreement, none of the Financing Sources has notified Parent of its intention to terminate the Commitment Letter or not to provide the Financing. As of the date of this Agreement, Parent is not in default or breach under any exhibits, annexes, schedules term or other attachments theretocondition of the Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Parent under any term or condition of the financing sources specified therein Commitment Letter. As of the date of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Financing to be satisfied pursuant to the Commitment Letter on the Closing Date. As of the date of this Agreement, there are no side Contracts relating to the Financing to which Parent or any of its Affiliates is a party that impose conditions to the funding of the Financing, other than those set forth in the Commitment Letter. True and (y) complete copies of any fee, syndication, fee letters or engagement letters that include “market flex” or similar letters relating other provisions affecting the terms or conditions of the Financing have been provided to the New Term Loan Facility together with any exhibitsCompany, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, terms (none of which redacted provisions shall not would reduce the aggregate amount or affect the principal amount or availability conditionality of the Financing)) redacted. The proceeds Except as otherwise set forth in or expressly contemplated by the Commitment Letter and except for the payment of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereofcustomary fees, there are no amendment, modifications or waivers with respect conditions precedent related to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each funding of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Notwithstanding anything in this Agreement to the contrary, the Parent Entities and Sub acknowledge and agree that it is not a condition to Closing under this Agreement for any Parent Entity to obtain all or any portion full amount of the Financing.

Sufficient Funds; Financing. (a) At the Closing, Parent, together with the Each of Parent Subsidiaries, will haveand Merger Sub shall use reasonable best efforts to take, or will have available cause to thembe taken, the funds all actions and do, or cause to be done, all things necessary to pay arrange the Debt Financing in a timely manner including to (i) the aggregate Per Share Cash Consideration maintain in full force and effect the Debt Commitment Letter, (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in accordance the Debt Commitment Letter that are within their respective control, other than any condition where the failure to be so satisfied is a direct result of the Company's failure to comply with the terms of its obligations under this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by fully enforce its rights under the Company with Section 5.01(a)(viii)Debt Commitment Letter, all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees negotiate and expenses associated with execute a definitive debt financing agreement substantially on the foregoing terms set out in the Debt Commitment Letter (the “Required PaymentsDebt Financing Agreement”). Parent has delivered ) and (v) assuming all conditions precedent in the Debt Commitment Letter have been satisfied, subject to the requirements of Section 1.02, draw upon and consummate the Debt Financing at or prior to the Closing. The Company fully executed, true acknowledges and complete copies agrees that Parent and Merger Sub shall have the right to apply any amount of (x) the New Term Loan Facility dated on or about Available Cash towards payment of the date of this Agreement together Exchange Fund and shall cooperate with any exhibits, annexes, schedules or other attachments thereto, Parent and Merger Sub to deposit such Available Cash with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating Paying Agent in the Exchange Fund immediately prior to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions Effective Time; provided that in no event shall not affect the principal amount or availability such use of the Financing). The proceeds of Available Cash render any Group Company or the New Term Loan Facility shall Group Companies on a consolidated basis to be available to finance Insolvent immediately after the Required Payments. As of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityClosing. (b) Notwithstanding anything If Parent or Merger Sub becomes aware that any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the Debt Commitment Letter has become, or is reasonably likely to be, unavailable, (A) Parent shall promptly so notify the Company (in the case of the Debt Financing becoming unavailable), and (B) each of Parent and Merger Sub shall use its reasonable best efforts to arrange to obtain alternative debt financing from the same or alternate sources, as promptly as practicable following the occurrence of such event, on terms and conditions not materially less favorable, in the aggregate, from the standpoint of the Company, to Parent and Merger Sub than those contained in the Debt Commitment Letter, in an amount sufficient (assuming the Rollover Shares are cancelled without payment of consideration as contemplated by and in accordance with the Support Agreements), when added to the Deposited Available Cash, to consummate the Merger and the other Transactions (the “Alternative Debt Financing”), and to enter into new definitive agreements with respect to such Alternative Debt Financing (the “Alternative Debt Financing Documents” and together with the Debt Commitment Letter and the Debt Financing Agreement, each a “Financing Document”) and Parent shall deliver to the Company as promptly as practicable (and no later than two (2) Business Days) after such execution, a true and complete copy of each such Alternative Debt Financing Document (except for customary engagement letters). Any reference in this Agreement to (A) the contrary“Debt Financing” (as defined in Section 4.06(a)) shall be deemed to include the Alternative Debt Financing and any modification to the Debt Commitment Letter pursuant to this Section 6.07, (B) the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter to the extent so amended, restated, supplemented, replaced, substituted or modified (including any Financing Documents to the extent then in effect) and (C) any reference in this Agreement to “Fee Letter” shall be deemed to include any Fee Letter relating to the Debt Commitment Letter to the extent so amended, restated, supplemented, replaced, substituted or modified (including in connection with any Financing Documents to the extent then in effect). (c) Neither Parent Entities nor Merger Sub shall agree to or permit any amendments or modifications to, or grant any waivers of, any condition or other provision under any Financing Document without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Debt Financing or (ii) impose new or additional conditions to the Debt Financing or otherwise expand, amend or modify the Debt Financing in a manner that would reasonably be expected to (A) prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions or (B) adversely impact in any material respect the ability of Parent or Merger Sub acknowledge to enforce its rights against the other parties to any Financing Document. Without limiting the generality of the foregoing, neither Parent nor Merger Sub shall release or consent to the termination of the obligations of the Financing Sources under any Financing Document except as expressly contemplated hereby. (d) Parent shall (i) prior to the Closing, give the Company prompt notice (A) upon becoming aware of any breach of any provision of, or termination by any party to, any Financing Document, or (B) upon the receipt of any written notice or other written communication from any person with respect to any threatened breach or threatened termination by any party to any Financing Document, and agree (ii) prior to the Closing, otherwise keep the Company informed on a reasonably current basis of the status of Parent and Merger Sub’s efforts to arrange the Debt Financing or Alternative Debt Financing. (e) Each of Parent and Merger Sub acknowledges and agrees that it is the obtaining of the Debt Financing or Alternative Debt Financing shall not be a condition to Closing under the Closing, and reaffirms its obligation to consummate the Transactions irrespective and independently of the availability of the Debt Financing or Alternative Debt Financing, subject to the applicable conditions set forth in Article VII, the breach of which obligation will give rise to the remedies set forth in Article VIII. (f) Nothing in this Section 6.07 or any other provision of this Agreement for shall require, and in no event shall the "reasonable best efforts" of Parent or Merger Sub be deemed or construed to require, Parent or Merger Sub to (i) waive any Parent Entity term or condition of this Agreement or (ii) pay any fees in excess of those contemplated by the Debt Financing (whether to obtain all secure waiver of any conditions contained therein or any portion of the Financingotherwise).

Sufficient Funds; Financing. (a) At the Closing, Parent, together with the Parent Subsidiaries, will haveEach of Holdco and Merger Sub shall use reasonable best efforts to take, or will have available cause to thembe taken, the funds all actions and do, or cause to be done, all things necessary to pay arrange the Debt Financing in a timely manner including to (i) the aggregate Per Share Cash Consideration maintain in full force and effect the Debt Commitment Letter, (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in accordance the Debt Commitment Letter that are within their respective control, other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with the terms of its obligations under this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by fully enforce its rights under the Company with Section 5.01(a)(viii)Debt Commitment Letter, all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees negotiate and expenses associated with execute a definitive debt financing agreement substantially on the foregoing terms set out in the Debt Commitment Letter (the “Required PaymentsDebt Financing Agreement”). Parent has delivered ) and (v) assuming all conditions precedent in the Debt Commitment Letter have been satisfied, subject to the Company fully executedrequirements of Section 2.2, true draw upon and complete copies of (x) consummate the New Term Loan Facility dated on Debt Financing at or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating prior to the New Term Loan Facility together with Closing; provided, however, that neither Holdco nor any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing). The proceeds of the New Term Loan Facility its Affiliates shall be available required to finance initiate any legal proceeding against the Required Payments. As of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityFinancing Sources. (b) Notwithstanding anything in this Agreement to the contrary, the Parent Entities and If Holdco or Merger Sub acknowledge and agree becomes aware that it is not a condition to Closing under this Agreement for any Parent Entity to obtain all or any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the Debt Commitment Letter or is reasonably likely to be unavailable, (A) Holdco shall promptly so notify the Company, and (B) each of Holdco and Merger Sub shall use its reasonable best efforts to arrange to obtain alternative debt financing from the same or alternate sources, as promptly as practicable following the occurrence of such event, on terms and conditions not materially less favorable, in the aggregate, from the standpoint of the Company, to Holdco and Merger Sub than those contained in the Debt Commitment Letter, in an amount sufficient, when added to the Equity Financing and Available Cash, to consummate the Merger and the other transactions contemplated hereby (the “Alternative Debt Financing.”), and to enter into new definitive agreements with respect to such Alternative Debt Financing (the “Alternative Debt Financing

Sufficient Funds; Financing. (a) At Parent has, and shall have at the ClosingAcceptance Date, Parent, together with the Parent Subsidiaries, will have, or will have available to themit sufficient cash and cash equivalents to permit Merger Sub to perform all of its obligations under this Agreement and to consummate all the transactions contemplated hereby, including, without limitation, acquiring all the funds necessary outstanding shares of Company Common Stock in the Offer and the Merger. Parent and Merger Sub expressly acknowledge and agree that their obligations hereunder are not subject to pay any conditions, express or implied, regarding their ability to obtain financing (ior to obtain financing on acceptable terms) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with for the consummation of the Offer or the Merger. (b) None of the transactions contemplated hereby, including the Offer and the Merger, (iii) assuming compliance by will require the Company with Section 5.01(a)(viii)consent from any lender or the holder or any notes, all obligations bonds or other debt instruments pursuant to which Parent or Merger Sub, or any of their respective Affiliates, are obligated or bound. To the Company’s Credit extent that any such consents were required to be obtained prior to the execution this Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered provided to the Company fully executedtrue, true correct and complete copies of such consents. (xc) Parent has received a commitment letter (the New Term Loan Facility dated on or about “Commitment Letter”) executed by the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources parties specified therein (the “Lenders”), pursuant to which the Lenders have committed, upon the terms and (y) any fee, syndication, “flex” or similar letters relating subject to the New Term Loan Facility together with any exhibitsconditions set forth therein, annexesto provide debt financing in the amounts set forth therein for the purpose of (inter alia) funding the Offer, schedules or the Merger and the other attachments thereto (with only the fee amounts transactions contemplated hereby. A true, correct and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability complete copy of the Financing)Commitment Letter has been provided to the Company. The proceeds obligations of the New Term Loan Facility shall be available Lenders to finance fund the Required Paymentscommitments under the Commitment Letter are not subject to any conditions, other than the conditions expressly set forth in the Commitment Letter. As The respective commitments of the date hereofLenders set forth in the Commitment Letter have not been withdrawn, there are no amendment, modifications modified or waivers with respect to the New Term Loan Facilityrescinded in any respect. The New Term Loan Facility Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of, obligations of Parent and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto exceptthereto. Assuming the accuracy of the representations and warranties set forth in Article V, Parent knows of no facts or circumstances that are reasonably likely to result in each caseany of the conditions set forth in the Commitment Letter not being satisfied. Parent has paid any and all fees which are due and payable under the Commitment Letter. For the avoidance of doubt, as enforcement may be limited Parent expressly acknowledges that the consummation of the financing contemplated by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Notwithstanding anything in this Agreement to the contrary, the Parent Entities and Sub acknowledge and agree that it Commitment Letter is not a condition to Closing under this Agreement for any the obligations of Parent Entity and Merger Sub to obtain all or any portion of consummate the FinancingOffer, the Merger and the other transactions contemplated hereby.

Sufficient Funds; Financing. Parent and Merger Sub on the Closing Date will have sufficient cash, available lines of credit or other sources of immediately available funds to make the Closing Date Payments. Each of Parent and Merger Sub agrees and affirms that is it not a condition to the Closing or to any of its obligations under this Agreement (aincluding its obligations to consummate the transactions contemplated hereby) At the Closing, Parent, together with the that Parent Subsidiaries, will haveor Merger Sub obtain any financing for, or will have available to themrelated to, any of the funds necessary to pay (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of transactions contemplated by this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executeda true, true complete and complete copies correct copy of the senior facilities agreement, dated as of June 3, 2019 between, among others, Parent and Bank of America Xxxxxxx Xxxxx International Designated Activity Company, Credit Suisse International, X.X. Xxxxxx Securities PLC and X.X. Xxxxxx Europe Limited, as agent (xother than Parent, the “Debt Financing Sources”) (including all exhibits, schedules and annexes thereto, and any executed fee letter associated therewith redacted in a manner as described below, collectively, the New Term Loan Facility dated on “Debt Agreement”), pursuant to which the Debt Financing Sources have committed, subject only to the satisfaction of the terms and conditions set forth therein (the “Debt Financing Conditions”), to provide debt financing to Parent and Merger Sub in the aggregate amounts set forth therein (the “Financing”) for the purposes of funding the Closing Date Payments. The Debt Agreement has not been amended, supplemented or about modified prior to the date of this Agreement, and as of the date of this Agreement, the respective commitments contained in the Debt Agreement together with have not been withdrawn, terminated or rescinded in any exhibitsrespect and no such withdrawal, annexes, schedules termination or other attachments theretorescission is pending. Except for any fee letter referred to above (a complete copy of which has been provided to the Company, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other the economic terms related to any market flex provisions redactedcontained therein redacted in a customary manner (provided that Parent represents and warrants that the redactions in any such fee letters do not relate to the imposition of any new conditions (or the modification or expansion of any existing Debt Financing Conditions) with respect to the Financing, which redacted provisions shall not affect any reduction in the principal amount of the Financing or otherwise relate to the termination or enforceability or availability of the Financing). The proceeds ) and customary engagement letters with respect to the Financing, there are no side letters or Contracts to which Parent or Merger Sub or any of their Affiliates is a party related to the provision, funding or investing, as applicable, of the New Term Loan Facility shall Financing or the transactions contemplated hereby other than as expressly set forth in the Debt Agreement delivered to the Company prior to the date hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Agreement that are payable on or prior to the date hereof and Parent will, directly or indirectly, continue to pay in full any such amounts required to be available paid as and when they become due and payable on or prior to finance the Required PaymentsClosing Date. As of the date hereof, there the Debt Agreement is in full force and effect and are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and valid, binding obligation of, and enforceable against, obligations of Parent, and, to the Knowledge knowledge of Parent, each of the other parties thereto exceptthereto, subject to the Bankruptcy and Equity Exception, and Parent is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in each case, as enforcement may the Debt Agreement inaccurate or that would or would reasonably be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Notwithstanding anything in this expected to cause the Debt Agreement to be ineffective. There are no conditions or other contingencies related to the contraryprovision, funding or investing of the full amount of the Financing (including pursuant to any market flex provisions in the fee letter or otherwise), other than the Debt Financing Conditions as expressly set forth in the Debt Agreement delivered to the Company prior to the date hereof. 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 (i) constitute a default or breach on the part of Parent Entities and Sub acknowledge and agree that it is not or, to the knowledge of Parent, any other party thereto under the Debt Agreement, (ii) constitute a condition failure to Closing satisfy a Debt Financing Condition on the part of Parent or any other party thereto under this the Debt Agreement for any Parent Entity to obtain all or (iii) result in any portion of the Financingamounts to be provided, funded or invested in accordance with the Debt Agreement being unavailable on the Closing Date. As of the date hereof, Parent has no reason to believe that any of the Debt Financing Conditions to the Financing contemplated by the Debt Agreement will not be satisfied or that the full amount of the Financing will not be made available to Parent in full on the Closing Date, and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such Debt Financing Conditions not to be satisfied or the full amount of the Financing not to be made available to Parent in full on the Closing Date. When funded in accordance with the Debt Agreement, the net proceeds of the Financing contemplated by the Debt Agreement, together with cash (including any Additional Financing Proceeds), available lines of credit or other sources of immediately available funds of Parent will, in the aggregate, provide funds to Parent sufficient to consummate the transactions contemplated hereby, including the making of all Closing Date Payments.

Sufficient Funds; Financing. (a) At On the ClosingClosing Date, Parent, together with the Parent Subsidiaries, will have, or Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to themdeliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that its obligations hereunder, are not subject to, or conditioned on, the receipt or availability of any funds necessary or the Financing. (b) Buyer has delivered to pay Seller true and complete copies as of the Effective Date of (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreementfully executed debt commitment letter, dated as of December 18the Effective Date (including all exhibits and schedules thereto, 2014the “Debt Commitment Letter”), by and among among, inter alia, Buyer Parent and the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources Financing Parties specified therein and (yii) any feethe executed fee letter, syndicationdated the Effective Date (the “Fee Letter”), referenced therein, relating to fees and other terms with respect to the Financing contemplated by such Debt Commitment Letter (with only fee amounts, economic terms and customary “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, none of which redacted provisions shall not would adversely affect the conditionality, enforceability, availability, or aggregate principal amount or availability of the Financing). The proceeds Debt Commitment Letter and the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and to the knowledge of Buyer, the New Term Loan Facility shall be available other parties thereto. Pursuant to finance the Required Payments. Debt Commitment Letter, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to provide Buyer with the amounts set forth in the Debt Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letter, together with any replacement financing, including any bank financing or debt or equity securities issued in lieu thereof, the “Financing”). (c) As of the date hereofEffective Date, there are the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment, modifications amendment or waivers modification is contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the New Term Loan FacilityDebt Commitment Letter as of the Effective Date). The New Term Loan Facility is Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation obligations of, and is enforceable against, Parent, Buyer or Buyer Parent and, to the Knowledge knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitythereto. (d) Buyer or Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the Effective Date, and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Financing. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2 and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the conditions in ARTICLE VII (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Buyer does not have any reason to believe that it or Buyer Parent will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Closing Date, nor does Buyer have knowledge as of the Effective Date that any Financing Party thereto will not perform its obligations thereunder. Except for (i) customary bond engagement letters, (ii) the redacted Fee Letter provided to Seller in accordance with clause (b) Notwithstanding anything in this Agreement above, and (iii) any commitment letters, engagement letters and fee letters related to the contrarypermanent financing described in the Debt Commitment Letter (none of which, in the case of the foregoing clauses (i), (ii) or (iii), would adversely affect the conditionality, enforceability, availability or amount of the Financing), as of the Effective Date, there are no Contracts, agreements, “side letters” or other arrangements to which Buyer Parent, Buyer or any of its Subsidiaries is a party relating to the Debt Commitment Letter or the Financing. (e) As of the Effective Date, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Buyer or, to the knowledge of Buyer, any other party thereto, of any term of the Debt Commitment Letter. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2 and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the other conditions in ARTICLE VI (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), the Parent Entities Financing, when funded in accordance with the Debt Commitment Letter and Sub acknowledge giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and agree that it is not a condition original issue discount), together with cash and the other sources of immediately available funds to Buyer on the Closing Date, shall provide Buyer with cash proceeds on the Closing Date sufficient for the satisfaction of all of Buyer’s obligations under this Agreement for any Parent Entity to obtain all or any portion and the Debt Commitment Letter, including the payment of the FinancingPurchase Price and the Post-Closing Payment Amount (such amounts, collectively, the “Financing Amounts”). Neither the execution and delivery of the Definitive Agreements by Buyer Parent or Buyer, nor the consummation of the Financing contemplated thereby, nor compliance by Buyer Parent or Buyer with any of the terms or provisions thereof, will result in any breach of, or constitute a default (with or without notice or lapse of time or both) under any debt instruments referred to in the Limited Conditionality Provision (as defined in the Debt Commitment Letter as of the date hereof).

Sufficient Funds; Financing. (a) At the Closing, Parent, together with the Each of Parent Subsidiaries, will haveand Merger Sub shall use its reasonable best efforts to take, or will have available cause to thembe taken, the funds all actions and do, or cause to be done, all things necessary to pay arrange the Financing in a timely manner including by (i) the aggregate Per Share Cash Consideration maintaining in full in accordance with force and effect the terms of this AgreementFinancing Commitments, (ii) any other amounts required satisfying, or causing its Representatives to be paid in connection with satisfy, on a timely basis all conditions to the consummation closing of the Mergerfunding in the Financing Commitments applicable to Parent and/or Merger Sub that are within their respective control, (iii) assuming compliance by fully enforce its rights under the Company with Section 5.01(a)(viii)Financing Commitments, all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees negotiating and expenses associated with executing a definitive debt financing agreement on the foregoing terms set out in the Debt Commitment Letter (the “Required PaymentsDebt Financing Agreement”). Parent has delivered ) and (v) assuming all conditions precedent in the Debt Commitment Letter have been satisfied, subject to the Company fully executedrequirements of Section 1.02, true drawing upon and complete copies of (x) consummating the New Term Loan Facility dated on Debt Financing at or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating prior to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing). The proceeds of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityClosing. (b) Notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub becomes aware that any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the Debt Commitment Letter, (A) Parent shall promptly so notify the Company, and (B) each of Parent and Merger Sub shall use its reasonable best efforts to arrange to obtain alternative debt financing from the same or alternate sources, as promptly as practicable following the occurrence of such event, on terms and conditions not materially less favorable, in the aggregate, from the standpoint of the Company, to Parent and Merger Sub than those contained in the Debt Commitment Letter, in an amount sufficient (assuming the Excluded Shares are cancelled without payment of consideration) to consummate the Merger and the other Transactions, when added to the portion of the Financing and other funds that are available (including the Deposited Available Cash), assuming the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions by Parent (the “Alternative Debt Financing”), and to enter into new definitive agreements with respect to such Alternative Debt Financing (the “Alternative Debt Financing Documents”, together with the Debt Commitment Letter, the Additional Commitment Letters, if any, and the Debt Financing Agreement, each a “Financing Document”) and Parent shall deliver to the Company as promptly as practicable (and no later than two (2) Business Days) after such execution, a true and complete copy of each such Alternative Debt Financing Document (except for customary engagement letters). Any reference in this Agreement to (A) the contrary“Debt Financing” (as defined in Section 4.05(a)) shall be deemed to include the Alternative Debt Financing and any modification to the Debt Commitment Letter pursuant to this Section 6.07, (B) the Parent Entities “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter to the extent so amended, restated, supplemented, replaced, substituted or modified (including any Financing Documents to the extent then in effect) and Sub acknowledge and agree that it is not a condition to Closing under (C) any reference in this Agreement for to “fee letter” shall be deemed to include any Parent Entity fee letter relating to obtain all the Debt Commitment Letter to the extent so amended, restated, supplemented, replaced, substituted or modified (including in connection with any portion of Financing Documents to the Financingextent then in effect).

Sufficient Funds; Financing. (a) At On the ClosingClosing Date, Parent, together with the Parent Subsidiaries, will have, or Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to themdeliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that its obligations hereunder, are not subject to, or conditioned on, the receipt or availability of any funds necessary or the Financing. (b) Buyer has delivered to pay Seller true and complete copies as of the Effective Date of (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreementfully executed debt commitment letter, dated as of December 18the Effective Date (including all exhibits and schedules thereto, 2014the “Debt Commitment Letter”), by and among among, inter alia, Buyer Parent and the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources Financing Parties specified therein and (yii) any feethe executed fee letter, syndicationdated the Effective Date (the “Fee Letter”), referenced therein, relating to fees and other terms with respect to the Financing contemplated by such Debt Commitment Letter (with only fee amounts, economic terms and customary “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, none of which redacted provisions shall not would adversely affect the conditionality, enforceability, availability, or aggregate principal amount or availability of the Financing). The proceeds Debt Commitment Letter and the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and to the knowledge of Buyer, the New Term Loan Facility shall be available other parties thereto. Pursuant to finance the Required Payments. Debt Commitment Letter, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to provide Buyer with the amounts set forth in the Debt Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letter, together with any replacement financing, including any bank financing or debt or equity securities issued in lieu thereof, the “Financing”). (c) As of the date hereofEffective Date, there are the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment, modifications amendment or waivers modification is contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents 34 and similar entities who had not executed the New Term Loan FacilityDebt Commitment Letter as of the Effective Date). The New Term Loan Facility is Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation obligations of, and is enforceable against, Parent, Buyer or Buyer Parent and, to the Knowledge knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitythereto. (d) Buyer or Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the Effective Date, and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Financing. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2 and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the conditions in Article VII (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Buyer does not have any reason to believe that it or Buyer Parent will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Closing Date, nor does Buyer have knowledge as of the Effective Date that any Financing Party thereto will not perform its obligations thereunder. Except for (i) customary bond engagement letters, (ii) the redacted Fee Letter provided to Seller in accordance with clause (b) Notwithstanding anything in this Agreement above, and (iii) any commitment letters, engagement letters and fee letters related to the contrarypermanent financing described in the Debt Commitment Letter (none of which, in the case of the foregoing clauses (i), (ii) or (iii) would adversely affect the conditionality, enforceability, availability or amount of the Financing), as of the Effective Date, there are no Contracts, agreements, “side letters” or other arrangements to which Buyer Parent, Buyer or any of its Subsidiaries is a party relating to the Debt Commitment Letter or the Financing. (e) As of the Effective Date, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Buyer or, to the knowledge of Buyer, any other party thereto, of any term of the Debt Commitment Letter. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the other conditions in Article VI (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), the Parent Entities Financing, when funded in accordance with the Debt Commitment Letter and Sub acknowledge giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and agree that it is not a condition original issue discount), together with cash and the other sources of immediately available funds to Buyer on the Closing Date, shall provide Buyer with cash proceeds on the Closing Date sufficient for the satisfaction of all of Buyer’s obligations under this Agreement for any Parent Entity to obtain all or any portion and the Debt Commitment Letter, including the payment of the Financing.Purchase Price and the Post-Closing Payment Amount (such amounts, collectively, the “Financing Amounts”). Neither the execution and delivery of the Definitive Agreements by Buyer Parent or Buyer, nor the consummation of the Financing contemplated thereby, nor compliance by Buyer Parent or Buyer with any of the terms or provisions thereof, will result in any breach of, or constitute a default

Sufficient Funds; Financing. (a) At On or before the Closingexecution of this Agreement, Parent, together with Parent has caused Merger Sub to deposit the Parent Subsidiaries, will have, or will have available to them, the funds necessary to pay (i) the aggregate Per Share Cash Consideration in full Escrow Amount in accordance with the terms Escrow Agreement. Parent or Merger Sub has as of the date of this Agreement, (ii) any other amounts required to be paid in connection with and shall have at the consummation of Offer Closing or, if the MergerOffer Termination shall have occurred, (iii) assuming compliance by at the Company with Section 5.01(a)(viii)Closing, all obligations pursuant to available sufficient cash and cash equivalents, including the Company’s Credit AgreementEscrow Amount, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto a commitment from time to time and JPMorgan Chase Xxxxx Fargo Bank, N.A., as administrative agent thereunderdated September 1, 2011, as amended and (iv) any fees and expenses associated with the foregoing on September 30, 2011, or one or more comparable financial institutions (the “Required PaymentsXxxxx Fargo Commitment”)) to enable it to have sufficient funds (the “Financing”) to permit Merger Sub to perform all of its obligations under this Agreement and to consummate all the transactions contemplated hereby, including, without limitation, acquiring all the outstanding shares of Company Common Stock in the Offer and the Merger. Parent A true, correct and complete copy of the Xxxxx Fargo Commitment has delivered been provided to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing)Company. The proceeds of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility Xxxxx Fargo Commitment is the in full force and effect and constitutes a legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of Merger Sub and the other parties thereto exceptthereto, in each case, as enforcement except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting now or hereafter in effect relating to creditors’ rights generally generally, and by (ii) general principles of equity. (b) Notwithstanding anything in . As of the date of this Agreement to the contraryAgreement, the Xxxxx Fargo Commitment has not been amended or modified in any material respect, and as of the Offer Closing or the Closing, as applicable, the Xxxxx Fargo Commitment will not have been amended or modified in any material respect. The commitments contained in the Xxxxx Fargo Commitment have not been withdrawn or rescinded in any respect. As of the date of this Agreement, 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 Parent Entities and or Merger Sub acknowledge and agree under the Xxxxx Fargo Commitment. As of the date of the Agreement, neither Parent nor Merger Sub has any reason to believe that it is not will be unable to satisfy on a timely basis any term or condition to Closing under this Agreement for any Parent Entity to obtain all or any portion of the FinancingXxxxx Fargo Commitment. Parent or Merger Sub has paid any and all fees which are due and payable under the Xxxxx Fargo Commitment.

Sufficient Funds; Financing. (a) At Assuming the Closing, Parent, together Financing is funded in accordance with the Financing Documents, Parent Subsidiaries, will have, or and Merger Sub will have available to them, as of or immediately after the Effective Time, all funds necessary to pay (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the for consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), Transactions and to pay all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with related to the foregoing Transactions payable by either of them. (the “Required Payments”). b) Parent has delivered to the Company fully executedtrue, true complete and complete correct copies of (xi) an executed Equity Commitment Letter, pursuant to which Mr. Sham has committed to purchase or cause the New Term Loan Facility dated on or about purchase of, for cash, subject to the terms and conditions thereof, equity securities of Parent up to the amount set forth therein (the “Parent Equity Financing”) and (ii) an executed Support Agreement (together with the Equity Commitment Letter, the “Financing Documents”), pursuant to which the Rollover Shareholders have committed, subject to the terms and conditions thereof, to subscribe for equity securities of Parent immediately prior to the Effective Time and agreed to the cancellation of the number of Shares held by each of them set forth therein (together with the Parent Equity Financing, “Financing”). (c) As of the date hereof, each Financing Document is in full force and effect and constitutes legal, valid and binding obligations of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein Parent and/or Merger Sub (as applicable and (y) any fee, syndication, “flex” or similar letters relating subject to the New Term Loan Facility together with any exhibitsBankruptcy and Equity Exception) and, annexesto the knowledge of Parent, schedules or the other attachments parties thereto (with only subject to the fee amounts Bankruptcy and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the FinancingEquity Exception). The proceeds of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereof, there are no amendmentevent has occurred, modifications which, with or waivers with respect without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge part of Parent, each Merger Sub or to the knowledge of Parent, any other parties thereto, as applicable, under the Financing Documents; provided, however, that Parent and Merger Sub are not making any representation or warranty regarding the effect of the other parties thereto except, inaccuracy of the representations and warranties in each case, as enforcement may be limited Article IV or compliance by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitythe Company with its obligations thereunder. (bd) Notwithstanding anything in this Agreement As of the date hereof, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the contrary, Financing will not be satisfied or that the Financing will not be available to Parent Entities and or Merger Sub acknowledge and agree that it is not a condition at the Effective Time. The Financing Documents contain all of the conditions precedent to Closing under this Agreement for any the obligations of the parties thereunder to make the Financing available to Parent Entity on the terms therein. (e) There are no side letters or other Contracts (whether written or oral) to obtain all which Parent or any portion of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Financing Documents other than (i) as expressly set forth in the Financing Documents and (ii) any customary engagement letter and non-disclosure agreements that do not impact the confidentiality, availability or amount of the Financing.

Sufficient Funds; Financing. (a) At the Closing, Parent, together with the Parent Subsidiaries, will have, or will have available to themExcept as set forth in Section 10.2(g), the funds necessary Buyer’s obligations hereunder are not subject to pay any conditions regarding the Buyer’s or any other Person’s ability to obtain financing for the consummation of this Agreement and the other transactions contemplated by this Agreement. (ib) Assuming the aggregate Per Share Cash Consideration in full consummation of the Seller Debt Financing in accordance with the terms set forth in the Seller Debt Financing Documents, the Buyer will have as of the Closing sufficient cash available to pay all amounts to be paid by the Buyer in connection with this Agreement and the transactions contemplated by this Agreement, including the Buyer’s costs and expenses, the Estimated Purchase Price and the Closing Transaction Expenses on the terms and conditions contained in this Agreement, and there is not, nor will there be, any restriction on the use of such cash or such purpose. (iic) Section 5.6(c) of the Buyer Disclosure Letter sets forth a true and complete copy of an executed equity commitment letter from Green Equity Investors VI, L.P., a Delaware limited partnership, and Green Equity Investors Side VI, L.P., a Delaware limited partnership (collectively, the “Sponsors”) to provide equity financing to the Buyer to which the Seller is an express third-party beneficiary (the “Equity Commitment Letter”) The Equity Commitment Letter is a legal, valid and binding obligation of the Buyer and the other parties thereto, enforceable in accordance with its terms. The Equity Commitment Letter is in full force and effect, and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. The Buyer is not in breach of any of the terms or conditions set forth in the Equity Commitment Letter, and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. To the Knowledge of the Buyer, there is no fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, could reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate, (B) result in any of the conditions in the Equity Commitment Letter not being satisfied, (C) cause the Equity Commitment Letter to be ineffective or (D) otherwise result in the Equity Commitment Letter not being available on a timely basis in order to consummate the Stock Purchase. As of the date hereof, neither Sponsor has notified the Buyer of its intention to terminate the Equity Commitment Letter. The net proceeds from the Equity Commitment Letter and the Seller Debt Financing will be sufficient to consummate the Stock Purchase, including the payment of the Estimated Purchase Price and the Closing Transaction Expenses and any fees and expenses payable by the Buyer at the Closing and any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance Stock Purchase. The Buyer has paid in full any and all commitment or other fees required by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreement, dated Equity Commitment Letter that are due as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing). The proceeds of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereof, there and will pay, after the date hereof, all such commitments and fees as they become due. There are no amendment, modifications conditions precedent or waivers with respect other contingencies related to the New Term Loan Facilityfunding of the full amount of the Equity Commitment Letter or the conditions precedent thereto, other than as explicitly set forth in the Equity Commitment Letter (the “Disclosed Conditions”). No Person has any right to impose, and the Sponsors and the Buyer do not have any obligation to accept, any condition precedent to such funding other than the Disclosed Conditions nor any reduction to the aggregate amount available under the Equity Commitment Letter on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Equity Commitment Letter on the Closing Date). The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, Buyer has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the Knowledge of Parent, each funding of the other parties thereto exceptfull amount of the Equity Commitment Letter, in each case, as enforcement may or that the financing provided under the Equity Commitment Letter will not be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Notwithstanding anything in this Agreement available to the contraryBuyer on the Closing Date. Except as set forth in Section 10.2(g), the Parent Entities and Sub acknowledge and agree that it is not a condition to Closing under this Agreement Agreement, nor to the consummation of the Stock Purchase, for any Parent Entity the Buyer to obtain all the financing pursuant to Equity Commitment Letter, the Debt Financing or any portion alternative financing. (d) Section 5.6(d) of the Buyer Disclosure Letter sets forth a true and complete copy of an executed commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) from the financial institutions party thereto (the “Lenders”) pursuant to which the Lenders have committed, subject to the terms and conditions thereof, to lend the amount set forth therein for, among other things, the purpose of financing the Transactions and the payment of related fees and expenses (the “Debt Financing”). The Debt Commitment Letter is a legal, valid and binding obligations of the Buyer and, to the knowledge of the Buyer, the other parties thereto, enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. The Debt Commitment Letter is in full force and effect, and has not, as of the date of this Agreement, been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, without limiting any joinder documentation relating to the appointment of additional lenders, lead arrangers, bookrunners, syndication agents or similar roles in respect of the Debt Commitment Letter, no amendment or modification that would reasonably be expected to prevent or materially impair or delay the ability of the Buyer to consummate the Transactions is contemplated.

Sufficient Funds; Financing. (a) At the Closing, Parent, together with the Parent Subsidiaries, will have, or will have available to them, the funds necessary to pay (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as 35 administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing). The proceeds of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Notwithstanding anything in this Agreement to the contrary, the Parent Entities and Sub acknowledge and agree that it is not a condition to Closing under this Agreement for any Parent Entity to obtain all or any portion of the Financing.

Sufficient Funds; Financing. (a) At On the ClosingClosing Date, Parent, together with the Parent Subsidiaries, will have, or Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to themdeliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that its obligations hereunder, are not subject to, or conditioned on, the receipt or availability of any funds necessary or the Financing. (b) Buyer has delivered to pay Seller true and complete copies as of the Effective Date of (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreementfully executed debt commitment letter, dated as of December 18the Effective Date (including all exhibits and schedules thereto, 2014the “Debt Commitment Letter”), by and among among, inter alia, Buyer Parent and the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources Financing Parties specified therein and (yii) any feethe executed fee letter, syndicationdated the Effective Date (the “Fee Letter”), referenced therein, relating to fees and other terms with respect to the Financing contemplated by such Debt Commitment Letter (with only fee amounts, economic terms and customary “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, none of which redacted provisions shall not would adversely affect the conditionality, enforceability, availability, or aggregate principal amount or availability of the Financing). The proceeds Debt Commitment Letter and the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and to the knowledge of Buyer, the other parties thereto. Pursuant to the Debt Commitment Letter, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to provide Buyer with the amounts set forth in the Debt Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letter, together with any replacement financing, including any bank financing or debt or equity securities issued in lieu thereof, the “Financing”). (c) As of the New Term Loan Facility Effective Date, the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and (d) Buyer or Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the Effective Date, and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Financing. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2 and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the conditions in Article VII (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Buyer does not have any reason to believe that it or Buyer Parent will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Closing Date, nor does Buyer have knowledge as of the Effective Date that any Financing Party thereto will not perform its obligations thereunder. Except for (i) customary bond engagement letters, (ii) the redacted Fee Letter provided to Seller in accordance with clause (b) above, and (iii) any commitment letters, engagement letters and fee letters related to the permanent financing described in the Debt Commitment Letter (none of which, in the case of the foregoing clauses (i), (ii) or (iii) would adversely affect the conditionality, enforceability, availability or amount of the Financing), as of the Effective Date, there are no Contracts, agreements, “side letters” or other arrangements to which Buyer Parent, Buyer or any of its Subsidiaries is a party relating to the Debt Commitment Letter or the Financing. (e) As of the Effective Date, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Buyer or, to the knowledge of Buyer, any other party thereto, of any term of the Debt Commitment Letter. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the other conditions in Article VI (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), the Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), together with cash and the other sources of immediately available funds to Buyer on the Closing Date, shall be available provide Buyer with cash proceeds on the Closing Date sufficient for the satisfaction of all of Buyer’s obligations under this Agreement and the Debt Commitment Letter, including the payment of the Purchase Price and the Post-Closing Payment Amount (such amounts, collectively, the “Financing Amounts”). Neither the execution and delivery of the Definitive Agreements by Buyer Parent or Buyer, nor the 34 4894-6761-6617 v.11 consummation of the Financing contemplated thereby, nor compliance by Buyer Parent or Buyer with any of the terms or provisions thereof, will result in any breach of, or constitute a default (with or without notice or lapse of time or both) under any debt instruments referred to finance in the Required Payments. As Limited Conditionality Provision (as defined in the Debt Commitment Letter as of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity). (b) Notwithstanding anything in this Agreement to the contrary, the Parent Entities and Sub acknowledge and agree that it is not a condition to Closing under this Agreement for any Parent Entity to obtain all or any portion of the Financing.

Sufficient Funds; Financing. (a) At Parent has delivered to the ClosingCompany a true, Parentcorrect and complete copy of an executed commitment letter (the “Debt Commitment Letter”) from Shanghai Pudong Development Bank Co., together Ltd. confirming its commitment to provide Parent with debt financing in connection with the Parent SubsidiariesTransactions in the amount set forth therein and in accordance with the terms thereof (the “Debt Financing”). (b) As of the date hereof, will have, or will have available to them, the funds necessary to pay (i) the aggregate Per Share Cash Consideration Debt Commitment Letter is in full force and effect and is the valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, subject to the Bankruptcy and Equity Exception, (ii) the Debt Commitment Letter has not been amended or modified, and (iii) the commitment contained in the Debt Commitment Letter has not been withdrawn or rescinded in any respect; provided, that Parent and Merger Sub may replace, amend or supplement the Debt Commitment Letter to the extent permitted by Section 7.07. Assuming (1) the Debt Financing is funded in accordance with the terms of this Agreementthe Debt Commitment Letter and (2) the satisfaction of the conditions to the obligations of Parent and Merger Sub to consummate the Merger as set forth in Section 8.01 and Section 8.02, (ii) Parent and Merger will have available to them at the Effective Time sufficient funds to pay the aggregate Merger Consideration, and any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by Transactions upon the Company with Section 5.01(a)(viii), all obligations pursuant terms and subject to the Company’s Credit Agreement, dated as of December 18, 2014, by conditions contemplated hereby and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any all related fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing). The proceeds of the New Term Loan Facility shall be available to finance the Required Paymentstherewith. As of the date hereof, there are no amendmentevent has occurred which, modifications with or waivers with respect without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the New Term Loan Facility. The New Term Loan Facility is Debt Commitment Letter on the legal, valid and binding obligation of, and enforceable against, Parent, andpart of Parent or Merger Sub or, to the Knowledge knowledge of ParentParent or Merger Sub, each any other party thereto. As of the other date hereof, Parent and Merger Sub have no reason to believe that any of the conditions in the Debt Commitment Letter will not be satisfied on or prior to the Closing Date. The Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization thereunder to make the Debt Financing available to Parent or similar Laws affecting creditors’ rights generally Merger Sub on the terms and by general principles of equitysubject to the conditions therein. (bc) Notwithstanding anything in this Agreement As of the date hereof, there is no side letter or other agreement to which Parent or Merger Sub or their respective Affiliates is a party related to the contraryfunding, the Parent Entities and Sub acknowledge and agree that it is not a condition to Closing under this Agreement for any Parent Entity to obtain all investing or any portion contribution, as applicable, of the Financingfull amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter and any customary engagement letter and confidentiality agreement.

Sufficient Funds; Financing. (a) At On the ClosingClosing Date, Parent, together with the Parent Subsidiaries, will have, or Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to themdeliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that its obligations hereunder, are not subject to, or conditioned on, the receipt or availability of any funds necessary or the Financing. (b) Buyer has delivered to pay Seller true and complete copies as of the Effective Date of (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreementfully executed debt commitment letter, dated as of December 18the Effective Date (including all exhibits and schedules thereto, 2014the “Debt Commitment Letter”), by and among among, inter alia, Buyer Parent and the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources Financing Parties specified therein and (yii) any feethe executed fee letter, syndicationdated the Effective Date (the “Fee Letter”), referenced therein, relating to fees and other terms with respect to the Financing contemplated by such Debt Commitment Letter (with only fee amounts, economic terms and customary “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, none of which redacted provisions shall not would adversely affect the conditionality, enforceability, availability, or aggregate principal amount or availability of the Financing). The proceeds Debt Commitment Letter and the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and to the knowledge of Buyer, the New Term Loan Facility shall be available other parties thereto. Pursuant to finance the Required Payments. Debt Commitment Letter, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to provide Buyer with the amounts set forth in the Debt Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letter, together with any replacement financing, including any bank financing or debt or equity securities issued in lieu thereof, the “Financing”). (c) As of the date hereofEffective Date, there are the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment, modifications amendment or waivers modification is contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the New Term Loan FacilityDebt Commitment Letter as of the Effective Date). The New Term Loan Facility is Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation obligations of, and is enforceable against, Parent, Buyer or Buyer Parent and, to the Knowledge knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitythereto. (bd) Notwithstanding anything Buyer or Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the Effective Date, and will pay in this Agreement full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the contrary, obligations of the Parent Entities and Sub acknowledge and agree that it is not a condition Financing Parties party thereto to Closing under this Agreement for any Parent Entity to obtain all provide the Financing or any portion contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Financing.. Assuming the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2 and compliance by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction of the conditions in ARTICLE VII (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Buyer does not have any reason to believe that it

Sufficient Funds; Financing. (a) At Parent has delivered to the Closing, Parent, together with the Parent Subsidiaries, will have, or will have available to them, the funds necessary to pay Company correct and complete copies of (i1) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreementexecuted commitment letter, dated as of December 18October 23, 2014, by and among Parent, MIHI LLC, Macquarie Capital (USA) Inc., Sankaty Middle Market Opportunities Fund II-F, L.P., Sankaty Middle Market Opportunities Fund II-A (Master), L.P., Sankaty Middle Market Opportunities Fund II-F, L.P., MPS Investments S.À X.X. and BCSSS Investments S.À X.X., together with any related fee letters (except that the Companyfee amounts and market flex provisions set forth therein shall have been redacted) and related term sheets (including in each case all exhibits, as borrowerschedules, annexes and amendments thereto) (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the lenders party thereto from time have committed to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with lend the foregoing amounts set forth therein to Parent or Acquisition Sub for the purpose of funding the transactions contemplated by this Agreement (the “Required PaymentsDebt Financing”), and (2) the executed equity commitment letters, each dated as of the date hereof (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Financing Commitments”) from Guarantor, GCM SPV 14 Beta, LLC, GCM Grosvenor Co-Investment Opportunities Fund, L.P., MIHI LLC, Sankaty Drawbridge Opportunities, L.P., Sankaty Credit Opportunities V-B, L.P., Sankaty Credit Opportunities V AIV II, L.P. (Master), Sankaty Credit Opportunities V AIV I, L.P., Sankaty Middle Market Opportunities Fund II, L.P., Sankaty Middle Market Opportunities Fund II-A (MASTER), L.P. and Sankaty Middle Market Opportunities Fund II-F, L.P., pursuant to which the sources of equity financing thereunder have committed to invest the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). Parent has delivered Each of the Equity Commitment Letters provides, and will continue to provide, that the Company is a third party beneficiary thereof to the Company fully executed, true and complete copies extent set forth therein. (b) As of (x) the New Term Loan Facility dated on or about the date hereof, all of this Agreement together with the Financing Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any exhibitsrespect. Each of the Financing Commitments, annexesin the form so delivered, schedules is a legal, valid, binding and enforceable obligation of Parent and Acquisition Sub and, to the Knowledge of Parent, the other parties thereto, except in each case as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other attachments theretosimilar Laws, with the financing sources specified therein now or hereafter in effect, affecting creditors’ rights and remedies generally and (yii) any feerules of law governing specific performance, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules injunctive relief or other attachments thereto (with only the fee amounts equitable remedies and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability by general principles of the Financing). The proceeds of the New Term Loan Facility shall be available to finance the Required Paymentsequity. As of the date hereof, there are no amendmentside letters or other agreements, modifications contracts or waivers with respect arrangements (except for the Interim Investors Agreement, customary fee letters and engagement letters) relating to the New Term Loan FacilityFinancing or the Financing Commitments. The New Term Loan Facility is As of the legaldate hereof, valid and binding obligation ofno event has occurred which, and enforceable againstwith or without notice, Parentlapse of time or both, andwould constitute a default or breach on the part of Parent or Acquisition Sub or, to the Knowledge of Parent, each any other Person under any term, or a failure of any condition to the obligations of the other parties thereto except, Financing Sources in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization the Financing Commitments or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Notwithstanding anything otherwise result in this Agreement to the contrary, the Parent Entities and Sub acknowledge and agree that it is not a condition to Closing under this Agreement for any Parent Entity to obtain all or any portion of the Financing contemplated thereby to be unavailable. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, neither Parent nor Acquisition Sub has reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Financing Commitments required to be satisfied by it or that the full amount of the Financing will not be funded at the Closing. Parent has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. Assuming the accuracy of the representations and warranties contained in Article IV in all material respects, the aggregate proceeds from the Financing when funded in accordance with the Financing Commitments, together with cash and cash equivalents held by the Company and its Subsidiaries, are and will be sufficient to fund all of the amounts required to be provided by Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of the Aggregate Merger Consideration, any amounts payable pursuant to Section 3.3 and the payment of all associated costs and expenses of the Merger (including any repayment or refinancing of indebtedness of Parent, Acquisition Sub, the Company or the Surviving Corporation required in connection therewith (including any amounts payable in respect to the redemption, conversion, cancellation or retirement of any convertible notes or any other amounts owed under the Convertible Notes Indenture)). There are no conditions precedent or other contingencies directly or indirectly related to the funding or investing, as applicable, of the full amount of the Financing, including in any customary fee letters and engagement letters, other than as expressly set forth in the Financing Commitments. (c) Other than with respect to the Debt Financing Sources, neither Parent nor Acquisition Sub is aware of any direct or indirect limitation or other restriction on the ability of any potential sources of debt financing to provide financing for other potential acquirers of the Company.