Common use of Available Financing Clause in Contracts

Available Financing. (a) The Purchaser has delivered to the Sellers a correct and complete copy of the executed Debt Commitment Letter (including the related executed Fee Letter) (with only certain fee amounts, pricing caps, “market flex” and other economic terms redacted (none of which terms adversely affect the conditionality, enforceability or availability of the Financing or reduces the aggregate principal amount thereof)). The Debt Commitment Letter and the commitments thereunder are in full force and effect on the date hereof, have not been amended or modified or withdrawn, waived or rescinded except as permitted hereby and, as of the date hereof, (i) there is no breach or default by the Purchaser or, to the Purchaser’s Knowledge, any of the Financing Sources existing (or which with notice or lapse of time or both may exist) thereunder; provided that the Purchaser is not making any representation or warranty regarding the effect of any inaccuracy in any representation or warranty set forth in Article 3 or non­compliance or non­performance by the Sellers (and their respective Affiliates) with their respective obligations hereunder and (ii) assuming performance by the Sellers of their obligations hereunder that are required to be performed prior to the Initial Exhibit B - Page 42 of 134 4/28/2017 Exhibit xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 43/134 Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii)), the Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the amount of the Financing necessary for the satisfaction of each of the items described in the final sentence of this paragraph (a) will not be available to the Purchaser on the Initial Closing Date. The Purchaser has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the commitments under the Debt Commitment Letter that are due and payable on or prior to the date hereof, and as of the date hereof the Debt Commitment Letter constitutes a legal, valid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally. Upon the funding of the Financing in accordance with and subject to its terms and conditions and assuming performance by the Sellers of their obligations that are required to be performed prior to the Initial Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii)), the aggregate proceeds of the Financing plus unrestricted available cash on hand of the Purchaser as of the Initial Closing Date will be sufficient to satisfy the obligation to pay (A) the Purchase Price, (B) all fees and expenses incurred by the Purchaser in connection with the Contemplated Transactions that are due and payable and required to be paid on the Initial Closing Date and (C) all other amounts required to be paid by the Purchaser Group on the Initial Closing Date to consummate the Initial Closing (including the transactions contemplated or required by the Debt Commitment Letter) (the sum of clauses (A), (B) and (C) above, the “Required Closing Amount”).

Available Financing. (a) The Purchaser has delivered to the Sellers Seller a true, correct and complete copy of the executed Debt Commitment Letter (including the related executed Fee Letter) (with only certain fee amounts, pricing caps, “market flex” and other economic terms redacted (none of which terms adversely affect the conditionality, enforceability or availability of the Financing or reduces the aggregate principal amount thereof)). The Debt Commitment Letter and the commitments thereunder are in full force and effect on the date hereof, have not been amended or modified or withdrawn, waived or rescinded except as permitted hereby and, as of the date hereof, (i) there is no breach or default by the Purchaser or, to the Purchaser’s Knowledge, any of the Financing Sources existing (or which with notice or lapse of time or both otherwise may exist) thereunder; provided that the Purchaser is not making any representation or warranty regarding the effect of any inaccuracy in any representation or warranty set forth in Article 3 or non­compliance or non­performance by the Sellers (and their respective Affiliates) with their respective obligations hereunder thereunder and (ii) assuming performance by the Sellers of their obligations hereunder that are required to be performed prior to the Initial Exhibit B - Page 42 of 134 4/28/2017 Exhibit xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 43/134 Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii)), the Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the amount of the Financing or any other funds necessary for the satisfaction of each of the items described in the final sentence of this paragraph (a) will not be available to the Purchaser on the Initial Closing Date. The Purchaser has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the commitments under the Debt Commitment Letter that are due and payable on or prior to the date hereof, and as of the date hereof the Debt Commitment Letter constitutes a legal, valid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally. Upon the funding of the Financing in accordance with and subject to its terms and conditions and assuming performance by the Sellers of their obligations that are required to be performed prior to the Initial Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii))conditions, the aggregate proceeds of the Financing plus unrestricted available cash on hand of the Purchaser as of the Initial Closing Date will be are sufficient to satisfy the obligation to pay (A) the Closing Purchase PricePrice Payment, (B) all fees and expenses incurred by the Purchaser in connection with the Contemplated Transactions that are due and payable and required to be paid on the Initial Closing Date and (C) all other amounts (including refinancing or repayment of any debt) required to be paid by the Purchaser Group on the Initial Closing Date to consummate the Initial Closing (including the transactions contemplated or required by the Debt Commitment Letter) (the sum of clauses (A), (B) and (C) above, the “Required Closing Amount”).

Available Financing. (a) The Purchaser has delivered to the Sellers Seller a true, correct and complete copy of the executed Debt Commitment Letter (including the related executed Fee Letter) (with only certain fee amounts, pricing caps, “market flex” and other economic terms redacted (none of which terms adversely affect the conditionality, enforceability or availability of the Financing or reduces the aggregate principal amount thereof)). The Debt Commitment Letter and the commitments thereunder are in full force and effect on the date hereof, have not been amended or modified or withdrawn, waived or rescinded except as permitted hereby and, as of the date hereof, (i) there is no breach or default by the Purchaser or, to the Purchaser’s Knowledge, any of the Financing Sources existing (or which with notice or lapse of time or both otherwise may exist) thereunder; provided that the Purchaser is not making any representation or warranty regarding the effect of any inaccuracy in any representation or warranty set forth in Article 3 or non­compliance or non­performance by the Sellers (and their respective Affiliates) with their respective obligations hereunder thereunder and (ii) assuming performance by the Sellers of their obligations hereunder that are required to be performed prior to the Initial Exhibit B - Page 42 of 134 4/28/2017 Exhibit xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 43/134 Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii)), the Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the amount of the Financing or any other funds necessary for the satisfaction of each of the items described in the final sentence of this paragraph (a) will not be available to the Purchaser on the Initial Closing Date. The Purchaser has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the commitments under the Debt Commitment Letter that are due and payable on or prior to the date hereof, and as of the date hereof the Debt Commitment Letter constitutes a legal, valid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally. Upon the funding of the Financing in accordance with and subject to its terms and conditions and assuming performance by the Sellers of their obligations that are required to be performed prior to the Initial Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii))conditions, the aggregate proceeds of the Financing plus unrestricted available cash on hand of the Purchaser as of the Initial Closing Date are and will be sufficient to satisfy the obligation to pay (A) the Purchase Price, (B) all fees and expenses incurred by the Purchaser in connection with the Contemplated Transactions that are due and payable and required to be paid on the Initial Closing Date and (C) all other amounts required to be paid by the Purchaser Group on the Initial Closing Date to consummate the Initial Closing (including the transactions contemplated or required by the Debt Commitment Letter) (the sum of clauses (A), (B) and (C) above, the “Required Closing Amount”).

Available Financing. (a) The Purchaser has delivered to the Sellers a correct and complete copy of the executed Debt Commitment Letter (including the related executed Fee Letter) (with only certain fee amounts, pricing caps, “market flex” and other economic terms redacted (none of which terms adversely affect the conditionality, enforceability or availability of the Financing or reduces the aggregate principal amount thereof)). The Debt Commitment Letter and the commitments thereunder are in full force and effect on the date hereof, have not been amended or modified or withdrawn, waived or rescinded except as permitted hereby and, as of the date hereof, (i) there is no breach or default by the Purchaser or, to the Purchaser’s Knowledge, any of the Financing Sources existing (or which with notice or lapse of time or both may exist) thereunder; thereunder; provided that the Purchaser is not making any representation or warranty regarding the effect of any inaccuracy in any representation or warranty set forth in Article 3 or non­compliance non-compliance or non­performance non-performance by the Sellers (and their respective Affiliates) with their respective obligations hereunder and (ii) assuming performance by the Sellers of their obligations hereunder that are required to be performed prior to the Initial Exhibit B - Page 42 of 134 4/28/2017 Exhibit xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 43/134 Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii)), the Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the amount of the Financing necessary for the satisfaction of each of the items described in the final sentence of this paragraph (a) will not be available to the Purchaser on the Initial Closing Date. The Purchaser has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the commitments under the Debt Commitment Letter that are due and payable on or prior to the date hereof, and as of the date hereof the Debt Commitment Letter constitutes a legal, valid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally. Upon the funding of the Financing in accordance with and subject to its terms and conditions and assuming performance by the Sellers of their obligations that are required to be performed prior to the Initial Closing and the accuracy of the representations and warranties set forth in Article 3 (in each case, only to the extent necessary to satisfy the conditions in Sections 6.3(a)(i) and (ii)), the aggregate proceeds of the Financing plus unrestricted available cash on hand of the Purchaser as of the Initial Closing Date will be sufficient to satisfy the obligation to pay (A) the Purchase Price, (B) all fees and expenses incurred by the Purchaser in connection with the Contemplated Transactions that are due and payable and required to be paid on the Initial Closing Date and (C) all other amounts required to be paid by the Purchaser Group on the Initial Closing Date to consummate the Initial Closing (including the transactions contemplated or required by the Debt Commitment Letter) (the sum of clauses (A), (B) and (C) above, the “Required Closing Amount”).