Common use of Backstop Subscription Clause in Contracts

Backstop Subscription. (i) The Sponsor has received and accepted an executed commitment letter dated as of the date hereof (the “Commitment Letter”) from RedBird Series 2019, LP, a Delaware limited partnership, and RedBird Series 2019 GP Co-Invest LP, a Delaware limited partnership (each an “Investor”) pursuant to which the Investors have committed to invest the full amount of the cash equity described therein to purchase equity interests of the Sponsor immediately prior to the Closing that is determined in accordance with the term set forth herein, on the terms contemplated thereby (the “Financing”). (ii) The Sponsor has delivered to the Company a true and correct copy of the Commitment Letter. As of the date hereof, the Commitment Letter is in full force and effect without amendment, supplement, or modification and no such amendment, supplement or modification is contemplated except for amendments to add additional financing sources thereto or as otherwise expressly permitted herein. The Commitment Letter has been duly executed by the Sponsor and is enforceable against each party thereto, subject to the Enforceability Exceptions. As of the date hereof, the Commitment Letter has not been terminated, withdrawn or rescinded in any respect. (iii) As of the date of this Agreement, the Sponsor has no reason to believe that it or any of the other parties to the Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Commitment Letter required to be satisfied by it or that any portion of the Financing to be made available thereunder will otherwise not be available to the Sponsor on a timely basis to consummate the Transactions. As of the date of this Agreement, no event has occurred which, with or without due notice, lapse of time or both, would constitute a breach or default on the part of the Sponsor or, to the Sponsor’s knowledge, any other party, in each case, under the Commitment Letter or that would result in any portion of the Financing contemplated thereby being unavailable at the times contemplated by the Commitment Letter or that makes any assumption or statement set forth in the Commitment Letter inaccurate in any material respect. The only conditions precedent or other contingencies related to the obligations of the Investors to fund the full amount of the Financing are those expressly set forth in the Commitment Letter. There are no conditions precedent or other contingencies, side agreements or other arrangements or understandings, in each case, to which the Sponsor or any of its Affiliates is a party related to the initial funding of the Financing at the Closing, other than as expressly set forth in the Commitment Letter. The Sponsor and its Affiliates have fully paid any and all commitment fees or other fees required by the terms of the Financing to be paid on or before the date of this Agreement. The covenants and agreements set forth in the Commitment Letter, and the performance thereof, do not and will not violate any provision of the respective Governing Documents of the Sponsor or the Investors. The proceeds from the Financing in the aggregate will be sufficient to satisfy all of the Sponsor’s obligations under the Backstop Agreement. (iv) Notwithstanding anything to the contrary, the Sponsor affirms that it is not a condition to the Closing or to any of its obligations under this Agreement that the Sponsor or any of its Affiliates obtain financing for or related to any of the Transactions.