Common use of Sufficient Funds; Financing Clause in Contracts

Sufficient Funds; Financing. (a) On the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver 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 or the Financing. (b) Buyer has delivered to Seller true and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 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Date, the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment or modification is contemplated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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 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 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) On Without limiting the effect of Section 9.13(b), as of the Closing Date, Buyer will Parent shall have, or have available sufficient cash and cash equivalents and other sources of immediately available to it, sufficient funds necessary to deliver pay the Purchase Price aggregate Merger Consideration and make the payments required aggregate Stock Rights Payment and to consummate the transactions contemplated by Article II this Agreement, including the payment of fees and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees expenses that are for its obligations hereunder, are not subject to, or conditioned on, the receipt or availability of any funds or the Financingaccount. (b) Buyer Parent has delivered to Seller the Company a true and complete copies as correct copy of the Effective Date of (i) the fully executed debt commitment letter, dated as letter pursuant to which the financial institutions party thereto (together with any Person that signs a joinder to the Commitment Letter or otherwise provides or agrees to provide a portion of the Effective Date (including all exhibits and schedules theretoFinancing or any financial institution that becomes party to any Financing Document, the “Debt Financing Sources”) have committed to provide debt financing to Parent and/or Purchaser (the “Financing”) (such commitment letter, including all exhibits, schedules and annexes thereto and a customarily redacted fee letter, collectively, the “Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 Effective Datedate of this Agreement, the Debt commitments represented by the Commitment Letter is are in full force and effect and the respective commitments thereunder have not been withdrawnconstitute valid, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge binding and enforceable obligations of Buyer and Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each the other parties thereto (subject to the conditions therein). The Commitment Letter has not been amended or modified prior to the date of this Agreement and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded prior to the date of this Agreement. As of the other non-affiliated parties thereto. (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 Datedate of this Agreement, 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 none of the Financing Parties party thereto Sources has notified Parent of its intention to terminate the Commitment Letter or not 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 Datedate of this Agreement, Parent is not in default or breach under any term or condition of the Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, constitute a default or breach by Buyer orParent under any term or condition of the Commitment Letter. As of the date of this Agreement, Parent has no reason to the knowledge of Buyer, believe that it or any other party thereto, of thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter. Assuming conditions to the truth and accuracy of Seller’s representations and warranties as required Financing 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 pursuant 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. As of the date of this Agreement, shall provide Buyer with cash proceeds on there are no side Contracts relating to the Closing Date sufficient for Financing to which Parent or any of its Affiliates is a party that impose conditions to the satisfaction funding of all of Buyer’s obligations under this Agreement and the Debt Financing, other than those set forth in the Commitment Letter. True and complete copies of any fee letters or engagement letters that include “market flex” or other provisions affecting the terms or conditions of the Financing have been provided to the Company, including with only the fee amounts and certain other terms (none of which would reduce the aggregate amount or affect the conditionality of the Financing) redacted. Except as otherwise set forth in or expressly contemplated by the Commitment Letter and except for the payment of customary fees, there are no conditions precedent related to the Purchase Price and the Post-Closing Payment Amount (such amounts, collectively, the “Financing Amounts”). Neither the execution and delivery funding of the Definitive Agreements by Buyer Parent or Buyer, nor the consummation full amount 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)Financing.

Sufficient Funds; Financing. (a) On At the Closing DateClosing, Buyer Parent, together with the Parent Subsidiaries, will have, or will have available sufficient cash and cash equivalents and other sources to them, the funds necessary to pay (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of immediately available funds to deliver the Purchase Price and make the payments required by Article II and this Agreement, (ii) any other amounts incurred or otherwise payable by Buyer required to be paid in connection with the Contemplated Transactions. Xxxxx expressly acknowledges 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 agrees that its obligations hereunderamong the Company, are not subject to, or conditioned onas borrower, the receipt or availability of lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any funds or fees and expenses associated with the Financing. foregoing (b) Buyer the “Required Payments”). Parent has delivered to Seller the Company fully executed, true and complete copies as of the Effective Date of (ix) the fully executed debt commitment letterNew Term Loan Facility dated on or about the date of this Agreement together with any exhibits, dated as of the Effective Date (including all exhibits and annexes, schedules or other attachments thereto, with the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties financing sources specified therein and (iiy) the executed fee letterany fee, dated the Effective Date (the syndication, “Fee Letter”), referenced therein, flex” or similar letters relating to fees and the New Term Loan Facility together with any exhibits, annexes, schedules or other terms with respect to the Financing contemplated by such Debt Commitment Letter attachments thereto (with only the fee amounts, economic terms amounts and customary “flex” certain other provisions redacted, none of which redacted provisions would adversely shall not affect the conditionality, enforceability, availability, or aggregate principal amount or availability of the Financing). The Debt Commitment Letter and proceeds of the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and New Term Loan Facility shall be available to finance the knowledge of Buyer, the other parties theretoRequired Payments. 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 Effective Datedate hereof, the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawnthere are no amendment, rescinded modifications or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment or modification is contemplated (other than as set forth therein waivers with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letter as of the Effective Date)New Term Loan Facility. The Debt Commitment Letter, in the form so delivered, constitutes New Term Loan Facility is the legal, valid and binding obligations obligation of, and is enforceable against, Buyer or Buyer Parent Parent, and, to the knowledge Knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties theretothereto 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. (db) 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 Notwithstanding anything 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 this Agreement to the obligations of contrary, the Financing Parties party thereto Parent Entities and Sub acknowledge and agree that it is not a condition to provide the Financing Closing under this Agreement for any Parent Entity to obtain all or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount portion 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 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 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) On the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver 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 or the Financing. (b) Buyer has delivered to Seller true and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 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 Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 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 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 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).it

Sufficient Funds; Financing. (a) On or before the execution of this Agreement, Parent has caused Merger Sub to deposit the Escrow Amount in accordance with the Escrow Agreement. Parent or Merger Sub has as of the date of this Agreement, and shall have at the Offer Closing Dateor, Buyer will if the Offer Termination shall have occurred, at the Closing, available sufficient cash and cash equivalents equivalents, including the Escrow Amount, and other sources of immediately available funds to deliver 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. a commitment from Xxxxx expressly acknowledges and agrees that its obligations hereunderFargo Bank, are not subject toN.A., dated September 1, 2011, as amended on September 30, 2011, or conditioned on, the receipt one or availability of any funds or the Financing. (b) Buyer has delivered to Seller true and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated the Effective Date more comparable financial institutions (the “Fee LetterXxxxx Fargo Commitment”), referenced therein, relating ) to fees and other terms with respect enable it to the Financing contemplated by such Debt Commitment Letter have sufficient funds (with only fee amounts, economic terms and customary “flex” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 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. A true, correct and complete copy of the Effective Date, Xxxxx Fargo Commitment has been provided to the Debt Company. The Xxxxx Fargo Commitment Letter is in full force and effect and constitutes a legal, valid and binding obligation of Parent, Merger Sub and the respective commitments thereunder have other parties thereto, except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. As of the date of this Agreement, the Xxxxx Fargo Commitment has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect andmaterial respect, to the knowledge of Buyer and Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer Offer Closing or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 as applicable, the satisfaction or waiver thereof), Buyer does Xxxxx Fargo Commitment will not have been amended or modified in 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 material respect. The commitments contained in the Debt Xxxxx Fargo Commitment Letter on have not been withdrawn or prior to the Closing Date, nor does Buyer have knowledge as of the Effective Date that rescinded in any Financing Party thereto will not perform its obligations thereunderrespect. 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 Datedate of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, constitute a material default or material 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 provide Buyer with cash proceeds on the Closing Date sufficient for the satisfaction part 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 Merger Sub under 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 Xxxxx Fargo Commitment. As of the date hereof)of the Agreement, neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Xxxxx 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) On the Closing Date, Buyer will have available sufficient cash Each of Parent and cash equivalents and other sources of immediately available funds Merger Sub shall use its reasonable best efforts to deliver 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 totake, or conditioned oncause to be taken, all actions and do, or cause to be done, all things necessary to arrange the receipt Financing in a timely manner including by (i) maintaining in full force and effect the Financing Commitments, (ii) satisfying, or availability causing its Representatives to satisfy, on a timely basis all conditions to the closing of any funds the funding in the Financing Commitments applicable to Parent and/or Merger Sub that are within their respective control, (iii) fully enforce its rights under the Financing Commitments, (iv) negotiating and executing a definitive debt financing agreement on the terms set out in the Debt Commitment Letter (the “Debt Financing Agreement”) and (v) assuming all conditions precedent in the Debt Commitment Letter have been satisfied, subject to the requirements of Section 1.02, drawing upon and consummating the Debt Financing at or prior to the FinancingClosing. (b) Buyer has delivered Notwithstanding anything to Seller true and complete copies as the contrary in this Agreement, if Parent or Merger Sub becomes aware that any portion of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 has become unavailable on 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(A) Parent shall promptly so notify the Company, including any bank 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 debt or equity securities issued in lieu thereofalternate sources, as promptly as practicable following the “Financing”). (c) As occurrence of the Effective Datesuch event, the Debt Commitment Letter is in full force on terms and effect and the respective commitments thereunder have conditions 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 or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Lettermaterially less favorable, in the form so deliveredaggregate, constitutes from the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent andstandpoint of the Company, to the knowledge of Buyer Parent and Buyer Parent, each of the other non-affiliated parties thereto. (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 Merger Sub than those contained in the Debt Commitment Letter, there in an amount sufficient (assuming the Excluded Shares are no conditions precedent cancelled without payment of consideration) to consummate the Merger and the other Transactions, when added to the obligations portion of the Financing Parties party thereto to provide and other funds that are available (including the Financing or any contingencies that would permit Deposited Available Cash), assuming the Financing Parties party thereto to reduce the aggregate principal amount satisfaction of the Financing. Assuming conditions to the truth obligation of Parent and accuracy of Seller’s representations and warranties Merger Sub to consummate the Merger as required to satisfy Seller’s Closing condition set forth in Section 6.2 7.01 and compliance Section 7.02 or the waiver of such conditions by Seller Parent (the “Alternative Debt Financing”), and to enter into new definitive agreements with its obligations hereunder 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 required 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 satisfy Seller’s Closing condition set forth (A) the “Debt Financing” (as defined in Section 6.3, 4.05(a)) shall be deemed to include the Alternative Debt Financing 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 any modification 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 pursuant 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 lettersthis Section 6.07, (iiB) the redacted Fee Letter provided “Debt Commitment Letter” shall be deemed 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 include the Debt Commitment Letter to the extent so amended, restated, supplemented, replaced, substituted or modified (none of which, including any Financing Documents to the extent then in the case of the foregoing clauses effect) and (i), (iiC) or (iii) would adversely affect the conditionality, enforceability, availability or amount of the Financing), as of the Effective Date, there are no Contracts, agreements, any reference in this Agreement to “side lettersfee letter” or other arrangements shall be deemed to which Buyer Parent, Buyer or include any of its Subsidiaries is a party fee letter 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 Buyerextent so amended, restated, supplemented, replaced, substituted or modified (including in connection with 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 Financing Documents to the satisfaction or waiver thereof), the Financing, when funded extent then 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 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 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 hereofeffect).

Sufficient Funds; Financing. (a) On the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver 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 or the Financing. (b) Buyer Parent has delivered to Seller true the Company a true, correct and complete copies as copy of the Effective Date of an executed commitment letter (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”)) from Shanghai Pudong Development Bank Co., by and among, inter alia, Buyer Ltd. confirming its commitment to provide Parent and with debt financing in connection with the Financing Parties specified Transactions in the amount set forth therein and (ii) in accordance with the executed fee letter, dated the Effective Date terms thereof (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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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”). (cb) As of the Effective Datedate hereof, (i) the Debt Commitment Letter is in full force and effect and is 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 or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer obligation of Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. , subject to the Bankruptcy and Equity Exception, (dii) Buyer the Debt Commitment Letter has not been amended or Buyer modified, and (iii) the commitment contained in the Debt Commitment Letter has not been withdrawn or rescinded in any respect; provided, that Parent has fully paid (and Merger Sub may replace, amend or caused to be paid) any and all commitment fees or other fees required by supplement the Debt Commitment Letter to be paid on or before the Effective Date, and will pay extent permitted by Section 7.07. Assuming (1) the Debt Financing is funded in full any such amounts as and when due and payable on or before accordance with the Closing Date. Except as expressly set forth in terms of the Debt Commitment Letter, there are no Letter and (2) the satisfaction of the conditions precedent to the obligations of Parent and Merger Sub to consummate 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 Merger as required to satisfy Seller’s Closing condition set forth in Section 6.2 8.01 and compliance by Seller with its obligations hereunder as Section 8.02, 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 satisfy Seller’s Closing condition set forth be paid in Section 6.3, and assuming satisfaction connection with the consummation of the conditions in Article VII (other than those conditions that by their nature can only be satisfied at Transactions upon the Closing, but terms and 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 conditions contemplated hereby and all terms related fees 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 thereunderexpenses associated therewith. 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 Datedate hereof, no event has occurred which, with or without notice, lapse of time or both, constitutes, would or would reasonably be expected to constitute, constitute a default or breach by Buyer under the Debt Commitment Letter on the part of Parent or Merger Sub or, to the knowledge of BuyerParent or Merger Sub, any other party thereto. As of the 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 thereunder to make the Debt Financing available to Parent or Merger Sub on the terms and subject to the conditions therein. (c) 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 funding, investing or contribution, as applicable, of any term the full amount of the Debt Commitment Letter. Assuming the truth and accuracy of Seller’s representations and warranties Financing other than as required to satisfy Seller’s Closing condition expressly 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 customary engagement letter and 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 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 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)confidentiality agreement.

Sufficient Funds; Financing. (a) On Except as set forth in Section 10.2(g), the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver 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 Buyer’s obligations hereunder, hereunder are not subject to, to any conditions regarding the Buyer’s or conditioned on, any other Person’s ability to obtain financing for the receipt or availability consummation of any funds or this Agreement and the Financingother transactions contemplated by this Agreement. (b) Assuming the consummation of the Seller Debt Financing in accordance with the terms set forth in the Seller Debt Financing Documents, the Buyer has delivered to Seller true and complete copies will have as of the Effective Date of (i) Closing sufficient cash available to pay all amounts to be paid by the fully executed debt commitment letterBuyer in connection with this Agreement and the transactions contemplated by this Agreement, dated as of including the Effective Date (including all exhibits Buyer’s costs and schedules theretoexpenses, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent Estimated Purchase Price and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 Closing Transaction Expenses on the terms and conditions thereofcontained in this Agreement, and there is not, nor will there be, any restriction on 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 use of such cash or debt or equity securities issued in lieu thereof, the “Financing”)such purpose. (c) As Section 5.6(c) of the Effective DateBuyer 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 Debt “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 effect, and the respective commitments thereunder have has not been withdrawn, rescinded or terminated, terminated or otherwise amended or modified in any respect andrespect, to the knowledge of Buyer and Buyer Parent, no such amendment or 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 contemplated. The Buyer is not executed the Debt Commitment Letter as in breach of any of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer terms or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 conditions set forth in the Debt Equity 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 could reasonably be expected to constituteconstitute a breach, a default or breach by Buyer or, failure to satisfy any condition precedent set forth therein. To the knowledge 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 other party thereto, of any term of the Debt 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. Assuming The net proceeds from 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 Equity Commitment Letter and giving effect the Seller Debt Financing will be sufficient to any “flex” provision in or related to consummate 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 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 LetterStock Purchase, including the payment of the Estimated Purchase Price and the Post-Closing Payment Amount (such amounts, collectively, Transaction Expenses and any fees and expenses payable by the “Financing Amounts”). Neither Buyer at the execution Closing and delivery of the Definitive Agreements by Buyer Parent or Buyer, nor any other amounts required to be paid in connection with the consummation of the Financing contemplated thereby, nor compliance Stock Purchase. The Buyer has paid in full any and all commitment or other fees required 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 Equity Commitment Letter that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no conditions precedent or other contingencies related to the funding 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 Buyer has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Equity Commitment Letter, or that the financing provided under the Equity Commitment Letter will not be available to the Buyer on the Closing Date. Except as set forth in Section 10.2(g), it is not a condition to Closing under this Agreement, nor to the consummation of the Stock Purchase, for the Buyer to obtain the financing pursuant to Equity Commitment Letter, the Debt Financing or any 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) On the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver 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 or the Financing. (b) Buyer has delivered to Seller true and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 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 Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 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 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).default

Sufficient Funds; Financing. (a) On Parent has, and shall have at the Closing Acceptance Date, Buyer will have available to it sufficient cash and cash equivalents and other sources to permit Merger Sub to perform all of immediately available funds to deliver 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 hereunderunder 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 and Merger Sub expressly acknowledge and agree that their obligations hereunder are not subject toto any conditions, express or conditioned onimplied, regarding their ability to obtain financing (or to obtain financing on acceptable terms) for the receipt or availability consummation of any funds the Offer or the FinancingMerger. (b) Buyer None of the transactions contemplated hereby, including the Offer and the Merger, will require the consent from any lender or the holder or any notes, bonds or other debt instruments pursuant to which Parent or Merger Sub, or any of their respective Affiliates, are obligated or bound. To the extent that any such consents were required to be obtained prior to the execution this Agreement, Parent has delivered provided to Seller true the Company true, correct and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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”)consents. (c) As Parent has received a commitment letter (the “Commitment Letter”) executed by the parties specified therein (the “Lenders”), pursuant to which the Lenders have committed, upon the terms and subject to the conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose of (inter alia) funding the Offer, the Merger and the other transactions contemplated hereby. A true, correct and complete copy of the Effective DateCommitment Letter has been provided to the Company. The obligations of the Lenders to fund the commitments under the Commitment Letter are not subject to any conditions, other than the Debt conditions expressly set forth in the Commitment Letter. The respective commitments of the Lenders set forth in the Commitment Letter have not been withdrawn, modified or rescinded in any respect. The 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 or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, of Parent and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each other parties thereto. Assuming the accuracy of the other non-affiliated parties thereto. (d) Buyer representations and warranties set forth in Article V, Parent knows of no facts or Buyer Parent has fully paid (or caused circumstances that are reasonably likely to be paid) result in any and all commitment fees or other fees required by of 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 conditions set forth in the Debt 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, there are no conditions precedent Parent expressly acknowledges that the consummation of the financing contemplated by the Commitment Letter is not a condition to the obligations of Parent and Merger Sub to consummate 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)Offer, 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 Merger 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 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 consummation of the Financing transactions 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)hereby.

Sufficient Funds; Financing. (a) On the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver 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 or the Financing. (b) Buyer has delivered to Seller true and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 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 Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 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 in the Limited Conditionality Provision (as defined in the Debt Commitment Letter as of the date hereof).

Sufficient Funds; Financing. (a) On At the Closing DateClosing, Buyer Parent, together with the Parent Subsidiaries, will have, or will have available sufficient cash and cash equivalents and other sources to them, the funds necessary to pay (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of immediately available funds to deliver the Purchase Price and make the payments required by Article II and this Agreement, (ii) any other amounts incurred or otherwise payable by Buyer required to be paid in connection with the Contemplated Transactions. Xxxxx expressly acknowledges 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 agrees that its obligations hereunderamong the Company, are not subject to, or conditioned onas borrower, the receipt or availability of lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as 35 administrative agent thereunder, as amended and (iv) any funds or fees and expenses associated with the Financing. foregoing (b) Buyer the “Required Payments”). Parent has delivered to Seller the Company fully executed, true and complete copies as of the Effective Date of (ix) the fully executed debt commitment letterNew Term Loan Facility dated on or about the date of this Agreement together with any exhibits, dated as of the Effective Date (including all exhibits and annexes, schedules or other attachments thereto, with the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties financing sources specified therein and (iiy) the executed fee letterany fee, dated the Effective Date (the syndication, “Fee Letter”), referenced therein, flex” or similar letters relating to fees and the New Term Loan Facility together with any exhibits, annexes, schedules or other terms with respect to the Financing contemplated by such Debt Commitment Letter attachments thereto (with only the fee amounts, economic terms amounts and customary “flex” certain other provisions redacted, none of which redacted provisions would adversely shall not affect the conditionality, enforceability, availability, or aggregate principal amount or availability of the Financing). The Debt Commitment Letter and proceeds of the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and New Term Loan Facility shall be available to finance the knowledge of Buyer, the other parties theretoRequired Payments. 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 Effective Datedate hereof, the Debt Commitment Letter is in full force and effect and the respective commitments thereunder have not been withdrawnthere are no amendment, rescinded modifications or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment or modification is contemplated (other than as set forth therein waivers with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letter as of the Effective Date)New Term Loan Facility. The Debt Commitment Letter, in the form so delivered, constitutes New Term Loan Facility is the legal, valid and binding obligations obligation of, and is enforceable against, Buyer or Buyer Parent Parent, and, to the knowledge Knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 whichexcept, in the case of the foregoing clauses (i), (ii) or (iii) would adversely affect the conditionality, enforceability, availability or amount of the Financing)each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles 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 Financingequity. (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 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 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) On Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Closing DateDebt Financing in a timely manner including to (i) maintain in full force and effect the Debt Commitment Letter, Buyer will (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in 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 its obligations under this Agreement, (iii) fully enforce its rights under the Debt Commitment Letter, (iv) negotiate and execute a definitive debt financing agreement substantially on the terms set out in the Debt Commitment Letter (the “Debt Financing Agreement”) and (v) assuming all conditions precedent in the Debt Commitment Letter have available sufficient cash been satisfied, subject to the requirements of Section 1.02, draw upon and cash equivalents and other sources of immediately available funds consummate the Debt Financing at or prior to deliver 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 TransactionsClosing. Xxxxx expressly The Company acknowledges and agrees that its obligations hereunder, are not subject to, or conditioned on, Parent and Merger Sub shall have the receipt or availability right to apply any amount of the Available Cash towards payment of the Exchange Fund and shall cooperate with Parent and Merger Sub to deposit such Available Cash with the Paying Agent in the Exchange Fund immediately prior to the Effective Time; provided that in no event shall such use of the Available Cash render any funds Group Company or the FinancingGroup Companies on a consolidated basis to be Insolvent immediately after the Closing. (b) Buyer has delivered to Seller true and complete copies as If Parent or Merger Sub becomes aware that any portion of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 has become unavailable on the terms and conditions thereof, the Financing Parties party thereto have committed to provide Buyer with the amounts set forth contemplated in the Debt Commitment Letter for has become, or is reasonably likely to be, unavailable, (A) Parent shall promptly so notify the purposes set forth therein 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 contemplated 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 “Debt Financing” (as defined in Section 4.06(a)) shall be deemed to include the Alternative Debt Financing and any replacement financingmodification 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 bank financing 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 debt or equity securities issued modified (including in lieu thereof, connection with any Financing Documents to the “Financing”extent then in effect). (c) As Neither Parent 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 Effective DateCompany (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 Commitment Letter is Financing or (ii) impose new or additional conditions to the Debt Financing or otherwise expand, amend or modify the Debt Financing in full force and effect 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 respective commitments thereunder have not been withdrawn, rescinded other Transactions or terminated, or otherwise amended or modified (B) adversely impact in any material respect andthe ability of Parent or Merger Sub 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 knowledge of Buyer and Buyer Parent, no amendment or 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 Debt Commitment Letter as termination of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties theretoFinancing Sources under any Financing Document except as expressly contemplated hereby. (d) Buyer or Buyer Parent has fully paid shall (or caused i) prior 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 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 the satisfaction any threatened breach or waiver thereof)threatened termination by any party to any Financing Document, 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 (ii) prior to the Closing DateClosing, nor does Buyer have knowledge as otherwise keep the Company informed on a reasonably current basis 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 status of Parent and Merger Sub’s efforts 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 arrange the Debt Commitment Letter (none of which, in the case of the foregoing clauses (i), (ii) Financing 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 Alternative Debt Commitment Letter or the Financing. (e) As Each of Parent and Merger Sub acknowledges and agrees that 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 obtaining of the Debt Commitment Letter. Assuming Financing or Alternative Debt Financing shall not be a condition to the truth Closing, and accuracy reaffirms its obligation to consummate the Transactions irrespective and independently of Seller’s representations and warranties as required the availability of the Debt Financing or Alternative Debt Financing, subject to satisfy Seller’s Closing condition the applicable conditions set forth in Section 6.2and compliance by Seller with its obligations hereunder as required Article VII, the breach of which obligation will give rise to satisfy Seller’s Closing condition the remedies set forth in Article VIII. (f) Nothing in this Section 6.36.07 or any other provision of this Agreement shall require, and assuming satisfaction in no event shall the "reasonable best efforts" of the other conditions Parent or Merger Sub be deemed or construed to require, Parent or Merger Sub to (i) waive any term or condition of this Agreement or (ii) pay any fees in Article VI (other than excess of those conditions that contemplated 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 Financing (whether to secure waiver of any “flex” provision in conditions contained therein 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 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 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 hereofotherwise).

Sufficient Funds; Financing. (a) On the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver 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 or the Financing. (b) Buyer has delivered to Seller true and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 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 Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (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 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 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 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 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 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) On Parent and Merger Sub on the Closing Date, Buyer Date will have sufficient cash, available sufficient cash and cash equivalents and lines of credit or other sources of immediately available funds to deliver the Purchase Price and make the payments required by Article II Closing Date Payments. Each of Parent and Merger Sub agrees and affirms that is it not a condition to the Closing or to any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that of its obligations hereunderunder this Agreement (including its obligations to consummate the transactions contemplated hereby) that Parent or Merger Sub obtain any financing for, are not subject or related to, or conditioned on, any of the receipt or availability of any funds or the Financing. (b) Buyer transactions contemplated by this Agreement. Parent has delivered to Seller true the Company a true, complete and complete copies as correct copy of the Effective Date of (i) the fully executed debt commitment lettersenior facilities agreement, dated as of the Effective Date 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 (including all exhibits and schedules theretoother than Parent, the “Debt Commitment LetterFinancing Sources”) (including all exhibits, schedules and annexes thereto, and any executed fee letter associated therewith redacted in a manner as described below, collectively, the “Debt Agreement”), by pursuant to which the Debt Financing Sources have committed, subject only to the satisfaction of the terms and among, inter alia, Buyer Parent and the Financing Parties specified conditions set forth therein and (ii) the executed fee letter, dated the Effective Date (the “Fee LetterDebt Financing Conditions”), referenced thereinto 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, relating supplemented or modified prior to fees the date of this Agreement, and other as of the date of this Agreement, the respective commitments contained in the Debt Agreement have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is pending. Except for any fee letter referred to above (a complete copy of which has been provided to the Company, with only fee amounts and the economic terms related to any market flex provisions contained 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, any reduction in the amount of the Financing contemplated by such Debt Commitment Letter (with only fee amounts, economic terms and customary “flex” provisions redacted, none of which redacted provisions would adversely affect or otherwise relate to the conditionality, enforceability, availability, termination or aggregate principal amount enforceability or availability of the Financing). The Debt Commitment Letter ) and the Fee Letter have been duly authorized and executed by Xxxxx Xxxxxx, and customary engagement letters with respect to the knowledge Financing, there are no side letters or Contracts to which Parent or Merger Sub or any of Buyer, the other parties thereto. Pursuant their Affiliates is a party related to the Debt Commitment Letterprovision, and subject to the terms and conditions thereoffunding or investing, as applicable, of the Financing Parties party thereto have committed to provide Buyer with or the amounts transactions contemplated hereby other than as expressly 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 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, Agreement delivered to the knowledge of Buyer and Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, Company prior to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (d) Buyer or Buyer date hereof. Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by in connection with the Debt Commitment Letter to be paid Agreement that are payable on or before prior to the Effective Datedate hereof and Parent will, and will directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or before prior to the Closing Date. Except As of the date hereof, the Debt Agreement is in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, and, to the knowledge of Parent, each of the other parties thereto, 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 the Debt Agreement inaccurate or that would or would reasonably be expected to cause the Debt Agreement to be ineffective. There are no conditions or other contingencies related to the provision, 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 Commitment Letter, there are no conditions precedent Agreement delivered 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 Company 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 thereunderdate hereof. 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 Datedate hereof, no event has occurred which, with or without notice, lapse of time or both, constitutes, would or would reasonably be expected to constitute, (i) constitute a default or breach by Buyer on the part of Parent or, to the knowledge of BuyerParent, any other party theretothereto under the Debt Agreement, (ii) constitute a failure to satisfy a Debt Financing Condition on the part of Parent or any term other party thereto under the Debt Agreement or (iii) result in any portion of the amounts 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 Commitment Letter. Assuming Financing Conditions to 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 Financing contemplated by Seller with its obligations hereunder as required to satisfy Seller’s Closing condition set forth in Section 6.3, and assuming satisfaction the Debt Agreement will not be satisfied or that the full amount of the other conditions Financing will not be made available to Parent in Article VI (other than those conditions full on the Closing Date, and, as of the date hereof, Parent is not aware of the existence of any fact or event that by their nature can only would or would reasonably be expected to cause such Debt Financing Conditions not to be satisfied at or the Closing, but subject full amount of the Financing not to be made available to Parent in full on the satisfaction or waiver thereof), the Financing, when Closing Date. When funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to Agreement, the net proceeds of the Financing contemplated by the Debt Commitment Letter (including with respect to fees and original issue discount)Agreement, together with cash and the (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 Buyer on Parent sufficient to consummate 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 and the Debt Commitment Lettertransactions contemplated hereby, including the payment making of the Purchase Price and the Post-all 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)Date Payments.

Sufficient Funds; Financing. (a) On Assuming the Closing DateFinancing is funded in accordance with the Financing Documents, Buyer Parent and Merger Sub will have available sufficient cash to them, as of or immediately after the Effective Time, all funds necessary for consummation of the Transactions and cash equivalents to pay all fees and other sources of immediately available funds expenses related to deliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise Transactions 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 either of any funds or the Financingthem. (b) Buyer Parent has delivered to Seller true the Company true, complete and complete correct copies as of the Effective Date of (i) the fully an executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 Equity Commitment Letter, and pursuant to which Mr. Sham has committed to purchase or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Parent up to the Financing Parties party thereto have committed to provide Buyer with the amounts set forth in the Debt Commitment Letter for the purposes amount set forth therein (the debt financing contemplated in “Parent Equity Financing”) and (ii) an executed Support Agreement (together with the Debt 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 any replacement financingthe Parent Equity Financing, including any bank financing or debt or equity securities issued in lieu thereof, the “Financing”). (c) As of the Effective Datedate hereof, the Debt Commitment Letter each Financing Document is in full force and effect and constitutes legal, valid and binding obligations of Parent and/or Merger Sub (as applicable and subject to the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect Bankruptcy and Equity Exception) and, to the knowledge of Buyer and Buyer Parent, no amendment or 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 Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. thereto (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 thereofBankruptcy and Equity Exception), 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 Datedate hereof, no event has occurred occurred, which, with or without notice, lapse of time or both, constitutes, would or would reasonably be expected to constitute, constitute a default or breach by Buyer oron the part of Parent, Merger Sub or to the knowledge of BuyerParent, any other party parties thereto, of as applicable, under the Financing Documents; provided, however, that Parent and Merger Sub are not making any term representation or warranty regarding the effect of the Debt Commitment Letter. Assuming inaccuracy of the truth and accuracy of Seller’s representations and warranties as required to satisfy Seller’s Closing condition set forth in Section 6.2and Article IV or compliance by Seller the Company 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 thereunder. (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 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 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 bothd) under any debt instruments referred to in the Limited Conditionality Provision (as defined in the Debt Commitment Letter as As of the date hereof), neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Effective Time. The Financing Documents contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. (e) There are no side letters or other Contracts (whether written or oral) to which Parent or any 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) On Each of Holdco and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Closing DateDebt Financing in a timely manner including to (i) maintain in full force and effect the Debt Commitment Letter, Buyer will have available sufficient cash and cash equivalents and (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in the Debt Commitment Letter that are within their respective control, other sources than any condition where the failure to be so satisfied is a direct result of immediately available funds the Company’s failure to deliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection comply with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that its obligations hereunderunder this Agreement, are not (iii) fully enforce its rights under the Debt Commitment Letter, (iv) negotiate and execute a definitive debt financing agreement substantially on the terms set out in the Debt Commitment Letter (the “Debt Financing Agreement”) and (v) assuming all conditions precedent in the Debt Commitment Letter have been satisfied, subject toto the requirements of Section 2.2, draw upon and consummate the Debt Financing at or conditioned onprior to the Closing; provided, however, that neither Holdco nor any of its Affiliates shall be required to initiate any legal proceeding against the receipt or availability of any funds or the FinancingFinancing Sources. (b) Buyer has delivered to Seller true and complete copies as If Holdco or Merger Sub becomes aware that any portion of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effective Date (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among, inter alia, Buyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated 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” provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The 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 has become unavailable on the terms and conditions thereof, the Financing Parties party thereto have committed to provide Buyer with the amounts set forth contemplated in the Debt Commitment Letter for or is reasonably likely to be unavailable, (A) Holdco shall promptly so notify the purposes set forth therein Company, and (the B) each of Holdco and Merger Sub shall use its reasonable best efforts to arrange to obtain alternative debt financing contemplated 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, together with any replacement financingin an amount sufficient, including any bank financing or debt or equity securities issued in lieu thereofwhen added to the Equity Financing and Available Cash, to consummate the Merger and the other transactions contemplated hereby (the “Alternative Debt Financing”). (c) As of the 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 Buyer Parent, no amendment or modification is contemplated (other than as set forth therein enter into new definitive agreements with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the such Alternative Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. Financing (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 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 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 Alternative Debt Commitment Letter as of the date hereof).Financing