Common use of Sufficient Funds; Solvency Clause in Contracts

Sufficient Funds; Solvency. The Escrow Deposit is an amount in cash equal to the Aggregate Cash Merger Consideration. Parent has and, at the Effective Time will have, sufficient funds available (through a capital contribution or debt financing from B Rxxxx FBR, Inc.) to (a) pay all costs, fees and expenses related to this Agreement and the transactions contemplated hereby and (b) to satisfy the working capital needs and other general corporate requirements of Parent and the Surviving Corporation following the Merger. Parent has delivered to the Company a letter addressed to Parent and the Company, dated as of June 7, 2019, to the effect that B Rxxxx FBR, Inc. is highly confident of its ability to underwrite, arrange and/or place financing sufficient to provide to Parent, as of the date hereof and at and following the Effective Time, with such funds. Parent and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s or any other person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement. As of the Effective Time, assuming satisfaction of the conditions to the Parent’s obligation to consummate the Merger or waiver of such conditions, and after giving effect to the transactions contemplated by this Agreement, including receipt of any funding from B Rxxxx FBR, Inc., payment of the Aggregate Cash Merger Consideration, payment by Parent of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby, payment by Parent of all related fees and expenses and satisfaction by Parent of the working capital needs of Parent and the Surviving Corporation following the Merger, Parent will be Solvent as of the Effective Time and immediately following the transactions contemplated hereby. For purposes of this Section 5.10, “Solvent” with respect to Parent means that, as of any date of determination, (i) the amount of the “fair saleable value” of the assets of Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole, exceeds, as of such date, the sum of (A) the value of all “liabilities of Parent and such Subsidiaries, taken as a whole, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the insolvency of debtors and (B) the amount that will be required to pay the probable liabilities of Parent and such Subsidiaries taken as a whole on its existing debts (including contingent and other liabilities) as such debts become absolute and mature; (ii) Parent and such Subsidiaries will collectively not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged following the Closing Date; and (iii) Parent and such Subsidiaries will collectively be able to pay their liabilities, including contingent and other liabilities, as they mature.

Sufficient Funds; Solvency. The Escrow Deposit is an amount in cash equal to the Aggregate Cash Merger Consideration. Parent Purchaser has and, at the Effective Time will have, sufficient funds available (through a capital contribution or debt financing from B Rxxxx FBR, Inc.) to (a) pay all costs, fees and expenses related to this Agreement and the transactions contemplated hereby and (b) to satisfy the working capital needs and other general corporate requirements of Parent and the Surviving Corporation following the Merger. Parent has delivered to the Company a letter addressed to Parent and the Company, dated as of June 7, 2019, to the effect that B Rxxxx FBR, Inc. is highly confident of its ability to underwrite, arrange and/or place obtained binding commitments for financing sufficient to provide permit Purchaser to Parent, as of the date hereof and at and following the Effective Time, with such funds. Parent and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s or any other person’s ability to obtain financing for the consummation of consummate the transactions contemplated by this Agreement. A true and correct copy of the commitment letter from Co Bank, ACB (such commitment letter or replacement commitment letter as provided in Section 4.5(a), the "Financing Commitment") with respect to such financing has been provided to Sellers. As of the Effective TimeClosing, assuming satisfaction of the conditions subject to the Parent’s obligation availability of funds in the amount and on the terms provided by such Financing Commitment, Purchaser will have sufficient funds available to enable it to consummate the Merger or waiver of such conditions, and after giving effect to the transactions contemplated by this Agreement. Concurrently with the execution of this Purchase Agreement, including receipt Providence Equity Partners and Spectrum Equity Investors and an affiliate of any funding from B Rxxxx FBRRichard Lumpkin have entered into a limited liability company axxxxxxxx xxxx xespect to Homebase Acquisition LLC (the "LLC"), Inc., payment the parent company of the Aggregate Cash Merger ConsiderationPurchaser, payment by Parent and committed therein to contribute in the aggregate an amount equal to $93 million to the LLC, subject to satisfaction of all amounts required the closing conditions listed in Sections 6.1 and 6.2. A true and correct copy of such agreement has been provided to be paid in connection with Sellers. Upon the consummation of the transactions contemplated hereby, payment by Parent of all related fees and expenses and satisfaction by Parent of the working capital needs of Parent and the Surviving Corporation following the Merger, Parent will be Solvent as of the Effective Time and immediately following the transactions contemplated hereby. For purposes of this Section 5.10, “Solvent” with respect to Parent means that, as of any date of determination, (i) the amount Purchaser will not be insolvent as defined in Section 101 of Title 11 of the “fair saleable value” of the assets of Parent and its Subsidiaries (including the Surviving Corporation)United States Code, taken as a whole, exceeds, as of such date, the sum of (A) the value of all “liabilities of Parent and such Subsidiaries, taken as a whole, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the insolvency of debtors and (B) the amount that will be required to pay the probable liabilities of Parent and such Subsidiaries taken as a whole on its existing debts (including contingent and other liabilities) as such debts become absolute and mature; (ii) Parent and such Subsidiaries Purchaser will collectively not have, as of such date, an be left with unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged following the Closing Date; and capital, (iii) Parent and such Subsidiaries Purchaser will collectively be able not have incurred debts beyond its ability to pay their liabilities, including contingent and other liabilities, such debts as they maturemature and (iv) the capital of Purchaser will not be impaired. To the Purchaser's knowledge, the Purchase Price is a reasonably equivalent value in exchange for the Shares and the Purchased Assets.

Sufficient Funds; Solvency. The Escrow Deposit is an amount in cash equal to the Aggregate Cash Merger Consideration. Parent has and, at the Effective Time will have, sufficient funds available (through a capital contribution or debt financing from B Rxxxx FBR, Inc.) to (a) pay all costs, fees Attached as Schedule 5.4(a)(i) is a true and expenses related to this Agreement and complete copy of the transactions contemplated hereby and (b) to satisfy the working capital needs and other general corporate requirements of Parent and the Surviving Corporation following the Merger. Parent has delivered to the Company a letter addressed to Parent and the Companycommitment letter, dated as of June October 7, 20192005, among the Purchaser, X.X. Xxxxxx Securities Inc. and XX Xxxxxx Chase Bank, N.A. (collectively, the “Agents”) (the “Debt Financing Commitment”), pursuant to which the Agents have agreed, subject to the conditions set forth therein, to lend the amount set forth in the Debt Financing Commitment to the Purchaser for the purpose, among other things, of consummating the transactions contemplated by this Agreement (the “Debt Financing”). Attached as Schedule 5.4(a)(ii) is a true and complete copy of the commitment letter, dated as of October 7, 2005, between the Purchaser and KKR Millennium Fund L.P. (the “Equity Financing Commitment”, and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which KKR Millennium Fund L.P. has committed, subject to the conditions set forth therein, to invest the amount set forth therein to purchase equity interests in Purchaser (the “Equity Financing”, and, together with the Debt Financing, the “Financing”). Financing Commitments are legal, valid and binding obligations of the Purchaser and, to the effect that B Rxxxx FBRKnowledge of the Purchaser, Inc. is highly confident each of its ability the other parties thereto. None of the Financing Commitments has been amended or modified prior to underwritethe date of this Agreement, arrange and/or place financing sufficient to provide to Parent, and as of the date hereof the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Financing Commitments are in full force and at effect and following the Effective Time, with such fundsrepresentations made by the Purchaser in the Financing Commitments are accurate in all material respects. Parent and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s or any other person’s ability to obtain financing Except for the consummation payment of customary fees, there are no conditions precedent or other contingencies related to the funding of the transactions full amount of the Financing, other than as set forth in or contemplated by this Agreementthe Financing Commitments. As of the Effective Timedate hereof, assuming satisfaction no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser, and to the Knowledge of the Purchaser, any other parties thereto, under the Financing Commitments. As of the date hereof, the Purchaser has no reason to believe that any of the conditions to the Parent’s obligation Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to consummate Purchaser on the Merger or waiver of such Closing Date. Subject to its terms and conditions, and after giving effect the Financing, when funded in accordance with the Financing Commitments, together with funds available to the transactions contemplated Purchaser will provide the Purchaser, Merger Sub and the Surviving Corporation with cash proceeds at the Effective Time sufficient to make the payments required by this Agreement, including receipt of any funding from B Rxxxx FBR, Inc., payment of the Aggregate Cash Merger Consideration, payment by Parent of Article III and pay all other amounts required to be paid by the Purchaser, Merger Sub or the Surviving Corporation hereunder, including the repayment of the Closing Date Indebtedness, the payment of all Transaction Expenses, to pay the fees and expenses, including any contractual payment premium, consent solicitation payment, tender premium or prepayment or similar penalty payable in connection with the consummation of Debt Offer for the transactions contemplated hereby10% Senior Subordinated Notes, payment by Parent of all related fees and expenses and satisfaction by Parent of the to provide working capital needs of Parent and to the Surviving Corporation Corporation. (b) Immediately following the MergerClosing, Parent the Company will be Solvent as of the Effective Time and immediately following the transactions contemplated herebySolvent. For purposes of this Section 5.10Agreement, “Solvent” when used with respect to Parent the Company, means that, as of any date of determinationimmediately following the Closing Date, (i) the amount of the “fair saleable value” Present Fair Salable Value of the its assets of Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole, exceedswill, as of such date, the sum exceed all of (A) the value of all “its stated liabilities of Parent and such Subsidiariesidentified contingent liabilities, taken as a whole, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the insolvency of debtors and (B) the amount that will be required to pay the probable liabilities of Parent and such Subsidiaries taken as a whole on its existing debts (including contingent and other liabilities) as such debts become absolute and mature; (ii) Parent and such Subsidiaries the Company will collectively not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or will be engaged as the management of the Company has indicated it is now conducted and is proposed to be engaged conducted following the Closing Date; and (iii) Parent and such Subsidiaries the Company will collectively be able to pay their liabilities, its debts as they become due in the ordinary course of business. “Present Fair Salable Value” means the amount that may be realized if the aggregate assets of the Company (including contingent and other liabilitiesgoodwill) are sold as an entirety with reasonable promptness in an arms length transaction under present conditions for the sale of comparable business enterprises, as they maturesuch conditions are reasonably understood by Purchaser.

Sufficient Funds; Solvency. The Escrow Deposit is an amount in cash equal to the Aggregate Cash Merger Consideration. Parent has and, at the Effective Time will have, sufficient funds available (through a capital contribution or debt financing from B Rxxxx FBR, Inc.) to (a) pay all costsAttached hereto as Exhibit C are true, fees correct and expenses related to this Agreement and complete signed counterpart(s) of the transactions contemplated hereby and (b) to satisfy the working capital needs and other general corporate requirements of Parent and the Surviving Corporation following the Merger. Parent has delivered to the Company a letter addressed to Parent and the Companycommitment letter(s), dated as of June 7the date hereof, 2019providing for debt financing in respect of the transactions contemplated by this Agreement (the “Debt Commitment Letters”), to the effect that B Rxxxx FBR, Inc. is highly confident of its ability to underwrite, arrange and/or place which debt financing will be sufficient to provide pay the Purchase Price, all other amounts to Parent, as be paid by the Purchaser hereunder and all expenses of the date hereof and at and following the Effective Time, Purchaser incurred in connection with such funds. Parent and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s or any other person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreementhereby. As The Debt Commitment Letters are in full force and effect, are valid and binding obligations of each of the Effective Time, assuming satisfaction parties thereto and are not subject to any contingencies or conditions that are not set forth in the copies of the conditions Debt Commitment Letters attached hereto as Exhibit C. Other than the Debt Commitment Letters, none of the Purchaser or its Affiliates have entered into any agreement pursuant to which any Person has the right to modify or amend the terms of the debt financing contemplated by the Debt Commitment Letters. To the Purchaser’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under any term or condition of the Debt Commitment Letters, and the Purchaser has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term or condition of closing to be satisfied pursuant to the Parent’s obligation Debt Commitment Letters. The Purchaser or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Debt Commitment Letters to consummate be paid by the Merger or waiver of such conditions, and date hereof. (b) Immediately after giving effect to the transactions contemplated by this Agreement, including receipt of any funding from B Rxxxx FBR, Inc., payment of the Aggregate Cash Merger Consideration, payment by Parent of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby, payment by Parent of all related fees Purchaser and expenses and satisfaction by Parent of the working capital needs of Parent and the Surviving Corporation following the Merger, Parent will be Solvent as of the Effective Time and immediately following the transactions contemplated hereby. For purposes of this Section 5.10, “Solvent” with respect to Parent means that, as of any date of determination, its Subsidiaries shall (i) the amount of the “fair saleable value” of the assets of Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole, exceeds, as of such date, the sum of (A) the value of all “liabilities of Parent and such Subsidiaries, taken as a whole, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the insolvency of debtors and (B) the amount that will be required to pay the probable liabilities of Parent and such Subsidiaries taken as a whole on its existing debts (including contingent and other liabilities) as such debts become absolute and mature; (ii) Parent and such Subsidiaries will collectively not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged following the Closing Date; and (iii) Parent and such Subsidiaries will collectively be able to pay their liabilities, including contingent and other liabilities, respective debts as they maturebecome due and shall own property which has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities), and (ii) have adequate capital to carry on their respective businesses.

Sufficient Funds; Solvency. The Escrow Deposit is an amount in cash equal to the Aggregate Cash Merger Consideration. Parent has and, at the Effective Time will have, sufficient funds available (through a capital contribution or debt financing from B Rxxxx FBR, Inc.) to (a) pay all costsParent has, fees and expenses related to this Agreement and the transactions contemplated hereby and (b) to satisfy the working capital needs and other general corporate requirements of Parent and the Surviving Corporation following the Merger. Parent has delivered to the Company a letter addressed to Parent and the Company, dated will have as of June 7, 2019, to the effect that B Rxxxx FBR, Inc. is highly confident of its ability to underwrite, arrange and/or place financing sufficient to provide to Parent, as of the date hereof and at and following the Effective Time, with such funds. Parent and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s or any other person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement. As of the Effective Time, assuming satisfaction of the conditions to the Parent’s obligation sufficient available funds to consummate the Merger and to make all payments required to be made in connection therewith, including payment of the Aggregate Merger Consideration, any payments made in respect of equity compensation obligations to be paid in connection with the transactions contemplated hereby, the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or waiver otherwise satisfied or discharged in connection with the Merger (including all indebtedness of such conditionsthe Company and its Subsidiaries required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and the other transactions contemplated hereby) and all premiums and fees required to be paid in connection therewith and all other amounts to be paid pursuant to this Agreement and associated costs and expenses of the Merger. As of the date of this Agreement, Parent has no reason to believe that the representations contained in the immediately preceding sentence will not be true at and as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing by or to Parent or any of its Affiliates or any other financing transaction be a condition to any of the obligations of Parent or Acquisition Sub hereunder. (b) Immediately after giving effect to the transactions contemplated by this Agreement, including receipt of any funding from B Rxxxx FBR, Inc., payment of the Aggregate Cash Merger Consideration, payment by Parent of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby, payment by Parent of all related fees and expenses and satisfaction by Parent of the working capital needs of Parent and the Surviving Corporation following the Merger, Parent will be Solvent as of the Effective Time and immediately following the transactions contemplated hereby. For purposes of this Section 5.10, “Solvent” with respect to Parent means that, as of any date of determination, (i) Parent and its Subsidiaries, taken as a whole, will not have incurred indebtedness beyond their ability to pay such indebtedness as it matures or becomes due, (ii) the amount of the “then present fair saleable value” value of the assets of Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole, exceeds, as of such date, the sum of (A) the value of all “liabilities of Parent and such Subsidiaries, taken as a whole, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the insolvency of debtors and (B) will exceed the amount that will be required to pay the their probable liabilities of Parent and such Subsidiaries taken as a whole on its existing debts (including contingent and other liabilities) as such debts become absolute and mature; (ii) Parent and such Subsidiaries will collectively not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged following the Closing Date; and (iii) Parent and such Subsidiaries will collectively be able to pay their liabilities, including contingent indebtedness and other liabilities, contingent or otherwise, as they maturebecome absolute or matured, (iii) the assets of Parent and its Subsidiaries, taken as a whole, at a fair valuation, will exceed their probable indebtedness and other liabilities, contingent or otherwise, as they become absolute or matured, and (iv) Parent and its Subsidiaries, taken as a whole, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conducted.