Common use of Commitment Letter Clause in Contracts

Commitment Letter. Parent has delivered to the Company a true and correct copy of an executed debt commitment letter in the form attached hereto as Exhibit D (the “Commitment Letter”) pursuant to which the lenders named therein (such lenders, together with any other entities that have committed to provide or arrange or have otherwise entered into agreements in connection with any third-party debt financing in connection with the Transactions (including the Commitment Letter Financing, as defined below), and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter Financing”) for the purpose of funding the Transactions. Parent has also delivered to the Company a true and complete (other than the redactions referenced in this Section 4.28) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”). As of the Agreement Date, the Commitment Letter and the Fee Letters (i) are in full force and effect and (ii) have not been withdrawn or terminated or otherwise amended or modified in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplated. As of the Agreement Date, each Fee Letter and the Commitment Letter is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, except as enforcement may be limited by the Enforceability Limitations. As of the Agreement Date, there are no other agreements or side letters relating to the Commitment Letter or Fee Letters to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As of the Agreement Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or any of its Subsidiaries party thereto under any term or condition of the Commitment Letter or any Fee Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Commitment Letter Financing other than as expressly set forth in the Commitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees or other fees required by the Commitment Letter or any Fee Letter to be paid by it on or prior to the Agreement Date.

Commitment Letter. Parent The Purchaser has delivered to the Company and the Stockholders a true and correct complete copy of an executed debt the commitment letter in of U.S. Bank National Association and XX Xxxxxx Xxxxx Bank, N.A. (collectively, the form attached hereto “Bank”), dated as Exhibit D of the date hereof (the “Commitment Letter”) ), pursuant to which the lenders named therein (such lenders, together with any other entities that have committed to provide or arrange or have otherwise entered into agreements in connection with any third-party debt financing in connection with the Transactions (including the Commitment Letter Financing, as defined below), and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committedBank has agreed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter Financing”) provide financing for the purpose of funding assisting the Transactions. Parent has also delivered to the Company a true and complete (other than the redactions referenced in this Section 4.28) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality Purchaser’s consummation of the funding transactions contemplated by this Agreement (the “Financing”). The Purchaser, upon the closing of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”)will have sufficient funds available to pay the Transaction Consideration and all other amounts that the Purchaser is required to pay pursuant to this Agreement and all expenses incurred by the Purchaser in connection with the transactions contemplated by this Agreement. As of the Agreement Datedate hereof, the commitments contained in the Commitment Letter have not been withdrawn, reduced, terminated or rescinded in any respect. The Purchaser has fully paid or caused to be paid any and all commitment fees and any other fees required by the Commitment Letter to be paid on or prior to the date hereof. As of the date of this Agreement, the Commitment Letter and the Fee Letters (i) are is in full force and effect and (ii) have not been withdrawn or terminated or otherwise amended or modified in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplated. As of the Agreement Date, each Fee Letter and the Commitment Letter is a legal, valid and binding obligation of Parent the Purchaser and, to the Knowledge knowledge of Parentthe Purchaser, the other parties thereto, except enforceable in accordance with its terms subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement may be limited by is considered in a proceeding at law or in equity), and is not subject to any conditions precedent related to the Enforceability Limitationsfunding of the Financing that are not set forth in the Commitment Letter provided to the Company or the Stockholders. As of the Agreement Datedate of this Agreement, there are no other agreements or side letters relating to the Commitment Letter or Fee Letters to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As of the Agreement Date, (i) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Parent or Purchaser or, to the knowledge of the Purchaser, any of its Subsidiaries other party thereto under any term or condition of the Commitment Letter or any Fee Letter. There are no and (ii) the Purchaser reasonably believes that the conditions precedent or other contingencies related to the funding of the full amount of Financing contemplated in the Commitment Letter Financing other than as expressly set forth in the Commitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees or other fees required be satisfied by the Commitment Letter or any Fee Letter to Purchaser will be paid by it on satisfied at or prior to the Agreement Datetime contemplated hereunder for the Closing.

Commitment Letter. Parent has delivered to the Company a true and correct copy of an the executed debt commitment letter in the form attached hereto as Exhibit D (the “Commitment Letter”) from GTCR Fund X/A AIV LP (the “Guarantor”) pursuant to which the lenders named therein (such lenders, together with any other entities that have Guarantor has committed to provide or arrange or have otherwise entered into agreements invest in connection with any third-party debt financing in connection with and lend to Parent, U.S. Parent and the Transactions (including the Commitment Letter FinancingPurchaser, as defined below)applicable, and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter GTCR Financing”) for the purpose of funding the Transactions. Parent has also delivered to the Company a true and complete (other than the redactions referenced in this Section 4.28) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”). As of the date of this Agreement and as of the Closing Date, : (i) the Commitment Letter and the Fee Letters (i) are is in full force and effect and (ii) have has not been withdrawn or terminated or otherwise amended amended, supplemented or modified in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplated. As of the Agreement Date, each Fee Letter and respect; (ii) the Commitment Letter Letter, in the form so delivered, is a legal, legally valid and binding obligation of Parent and, to and the Knowledge of Parent, Purchaser and the other parties thereto, thereto (except as enforcement such enforceability may be limited by the Enforceability Limitations. As bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of the Agreement Dategeneral applicability relating to or affecting creditor’s rights, and to general equitable principles); (iii) there are no other agreements or agreements, side letters or arrangements relating to the Commitment Letter or Fee Letters to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As of the Agreement Date, GTCR Financing; (iv) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or any of its Subsidiaries party thereto the Purchaser under any term or condition of the Commitment Letter Letter; and (v) neither Parent nor the Purchaser has reason to believe that it could be unable to satisfy on a timely basis any term or any Fee Letter. There are no conditions precedent or other contingencies related condition of closing to the funding of the full amount of the Commitment Letter Financing other than as expressly set forth be satisfied by it contained in the Commitment Letter. The Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the GTCR Financing available to Parent has (or has caused the Purchaser on the terms therein. Subject to be) fully paid any the satisfaction of the conditions set forth in Annex I and Article 6, the aggregate proceeds from the GTCR Financing are sufficient to fund all commitment fees of the amounts required to be provided by Parent or other fees required the Purchaser for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and the Purchaser’s obligations under this Agreement, including the payment of the Offer Price in respect of each Share validly tendered and accepted in the Offer, the payment of the Merger Consideration in respect of the Merger and the payment of all associated costs and expenses of the Offer, the Restructuring Transactions and the Merger. For the avoidance of doubt, it is acknowledged and agreed that Parent or the Purchaser, after the date of this Agreement, may solicit and obtain debt financing commitments arranged by Parent or the Purchaser as an alternative to, or in substitution of, the GTCR Financing contemplated by the Commitment Letter or any Fee Letter Letter; provided, however, that such debt financing commitments shall not reduce the amount required to be paid funded by it on or prior Guarantor under the Commitment Letter in the event such debt financing is not ultimately funded pursuant to the Agreement Datesuch debt financing commitments.

Commitment Letter. Parent The Purchaser has delivered to the Company a true and correct copy of an executed debt commitment letter in the form attached hereto as Exhibit D (the “Commitment Letter”) pursuant to which the lenders named therein (such lenders, together with any other entities that have committed to provide or arrange or have otherwise entered into agreements in connection with any third-party debt financing in connection with the Transactions (including the Commitment Letter Financing, as defined below), and the parties to any joinder agreements or any definitive documentation entered into pursuant thereto or relating thereto, the “Lenders”) have committed, subject to the terms and conditions set forth therein, to lend Parent the amounts set forth therein (the “Commitment Letter Financing”) for the purpose of funding the Transactions. Parent has also delivered to the Company Vendor a true and complete (other than the redactions referenced in this Section 4.28of fees payable) copy of any fee the executed commitment letter related dated on or about September 17, 2018 (the “Commitment Letter”) from The Bank of Nova Scotia (“BNS”) to provide financing to the Commitment Letter (it being understood that any such fee letter provided to Purchaser in the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Commitment Letter Financing) (any such fee letter, a “Fee Letter”)amount set forth therein. As of the Agreement Datedate hereof, the Commitment Letter has not been amended or modified and the Fee Letters (i) are commitments contained in full force and effect and (ii) the Commitment Letter have not been withdrawn or withdrawn, terminated or otherwise amended or modified rescinded in any respect and, as of the Agreement Date, to the Knowledge of Parent, no such withdrawal, termination, amendment or modification is contemplatedrespect. As of the Agreement Datedate hereof, each Fee Letter and the Commitment Letter is a legal, valid and binding obligation of the Purchaser Parent and, to the Knowledge knowledge of Parentthe Purchaser, the other parties theretoBNS, except as enforcement may be limited by the Enforceability Limitationsand is in full force and effect. As of the Agreement Datedate hereof, (x) there are is no other agreements default or side letters relating to breach under the Commitment Letter or Fee Letters by the Purchaser Parent, or, to which Parent or any of its Subsidiaries is a party or by which any of them is bound. As the knowledge of the Agreement DatePurchaser, BNS, and (y) no event or condition has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Parent or, to the knowledge of the Purchaser, BNS, under the Commitment Letter. As of the date hereof, the Purchaser has no knowledge of any facts or circumstances or any reason to believe that any facts or circumstances exist that would be reasonably likely to result in any of its Subsidiaries party thereto under any term or condition of the conditions set forth in the Commitment Letter not being satisfied or the funding contemplated in the Commitment Letter not being made available on the Closing Date. As of the date hereof, the Commitment Letter is not subject to any Fee Letter. There are no conditions precedent or other contingencies related to the funding obligations of BNS to make the full amount of the Commitment Letter Financing financing contemplated therein available at the Closing, or any contingencies that would permit BNS to reduce the amount of financing to be provided thereunder, other than as expressly set forth in therein. As of the date hereof, there are no side letters, arrangements or other Contracts to which the Purchaser Parent or any of its Affiliates is a party which could reasonably be expected to adversely affect the availability of the financing under the Commitment Letter. Parent has BNS and Sprott Private Resource Lending (or has caused Collector), LP have agreed upon the material terms pursuant to be) fully paid any which an intercreditor agreement will be entered into in respect of their respective loan arrangements with the Purchaser and all commitment fees or other fees required by the Commitment Letter or any Fee Letter to be paid by it on or prior to the Agreement DatePurchaser Parent.