Common use of Financial Capacity Clause in Contracts

Financial Capacity. Assuming (a) that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereof, the Commitment Arrangements are in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereof. Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term or condition that is required to be satisfied as a condition to the availability or funding of the full amount of the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated hereby.

Financial Capacity. Assuming (a) that the parties Buyer has delivered to each Seller true and complete copies of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt final and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt equity commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders Buyer and those certain equity investors party thereto (including any lender who becomes party thereto by joinder in accordance with the “Equity Commitment Letter”), pursuant to which such equity investors have each committed, subject to (and only to) the terms and conditions thereof, to invest the cash amounts set forth therein in the manner set forth therein, and of such which Seller is a third party beneficiary and entitled to specifically enforce the terms thereof (the “Equity Financing”) and (ii) the final and fully executed debt commitment letter, collectivelydated the date hereof, the “Debt Financing Sources”) among Buyer, Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch and Buyer Citizens Bank, N.A. (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments attachments thereto, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Letters”), pursuant to which the Debt Financing Sources party thereto have committed committed, subject to (and only to) the terms and conditions thereof, to lend to Buyer the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Equity Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereof, the Commitment Arrangements are in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereof. Assuming the satisfaction of the conditions precedent set forth in the Financing Letters, the aggregate amounts to be provided pursuant to the Financing Letters, together with Buyer’s obligations hereundercash on hand and amounts available to be drawn under Buyer’s revolving credit facility, Buyer is not aware will be sufficient for Buyer, when required by the terms of this Agreement, to (A) pay an amount in cash equal to the Purchase Price pursuant to Section 2.3 and (B) pay any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term or condition that is all fees and expenses required to be satisfied paid by Buyer in connection with the Contemplated Transactions and the Financing. Buyer has also delivered to Seller a true and complete copy of any final fee letter (which may be redacted as a condition to fee amounts, “market flex” terms and other customary commercial terms other than any such terms that would (x) reduce the availability or funding of the full amount of the FinancingDebt Financing or (y) impose any additional conditions or other contingencies (or adversely amend, modify or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition expand any existing conditions or other contingencies) to the Closing that Buyer obtain obligations of the Debt Financing or Sources party to the Debt Commitment Letter to fund the Debt Financing) executed in connection with the Debt Commitment Letter (any other financing for the transactions contemplated herebysuch fee letter, as it may be redacted, a “Fee Letter”).

Financial Capacity. Assuming Parent has delivered to the Company a true and complete copy of the executed equity commitment letter dated as of the date hereof (the “Equity Commitment Letter”) from the Guarantor to provide to Parent on the Closing Date the Equity Financing in cash in an aggregate amount of at least $1,269,638,085 which Equity Commitment Letter provides that the Company is an express third party beneficiary thereto. The Equity Commitment Letter has not been amended or modified prior to the date of this Agreement. The aggregate proceeds of the Equity Financing and Company Cash on Hand will be sufficient to finance (a) that the parties to each payment of the Debt Commitment Letter aggregate Merger Consideration and Vested RSU Consideration to which holders of Company Common Stock and Company RSU Awards will be entitled at the Equity Commitment Arrangements Effective Time pursuant to this Agreement, (b) the payment of the amounts due upon the election of holders to convert (including any make-whole with respect thereto) their Convertible Notes in each case other than Buyer andconnection with the Transactions pursuant to the Convertible Notes Indentures and to repurchase the Convertible Notes as required pursuant to Article 15 of the Convertible Notes Indentures and (c) the payment of all fees and expenses, in the case of each of clauses (a) through (c), to the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts extent required to be paid by it Parent or Merger Sub in order to consummate all of the transactions contemplated hereunder on cash at the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from Date in connection with the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”)Transactions. Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as As of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof (i) the commitments contained in the Equity Commitment Arrangements Letter have not been withdrawn or rescinded in any respect. As of , and (ii) the date hereof, the Equity Commitment Arrangements are Letter is in full force and effect and represents valid, binding and enforceable obligations of Parent and each constitutes other party thereto (subject to the legal, valid and binding obligation of Buyer and, in Enforceability Exceptions) to provide the case financing contemplated thereby subject only to the satisfaction or waiver of the Equity Commitment ArrangementsFinancing Conditions. Assuming performance by the Company and its Affiliates of their respective obligations under this Agreement, Parent Guarantor and, to Buyer’s knowledge, each as of the other parties theretodate of this Agreement, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer event has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereof. Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence thatoccurred which, with or without notice, lapse of time or both, would constitute a material breach or default on the part of Parent or breach any other party thereto under any term of the Equity Commitment Arrangement and Letter which would reasonably be expected to materially impair or adversely affect the Equity Financing. As of the date of this Agreement, Parent has no reason to believe that it or any other party thereto will not be able unable to satisfy on a timely basis any term of the Equity Commitment Letter. As of the date of this Agreement, except as set forth in the Equity Commitment Letter, there are no conditions precedent or condition that is required to be satisfied as a condition other contingencies related to the availability or funding of the full amount of the FinancingEquity Financing other than the Financing Conditions. As of the date of this Agreement, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or that (ii) the Equity Financing will not be made available to Buyer Parent on the Closing Date. Each Parent and Xxxxxx Sub expressly agree and acknowledge that their obligations hereunder, including Xxxxxx’s and Xxxxxx Sub’s obligations to consummate the Merger, are not subject to, or conditioned on, Parent’s or Merger Sub’s receipt of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebyfinancing.

Financial Capacity. Assuming (a) that the parties Buyer has delivered to each Seller a true, accurate and complete copy of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereofAgreement Date, between the by and among Buyer and lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectivelyassignees thereof, the “Debt Financing SourcesLenders”) and Buyer (such debt commitment letter and fee letter), together with including all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, thereto (the “Debt Commitment LetterFinancing Commitment”), pursuant to which which, and subject to the Debt Financing Sources party thereto terms and conditions of which, the Lenders have committed committed, on a several but not joint basis, to lend the amounts set forth therein on to Buyer for the terms purpose of funding the transactions contemplated by this Agreement (such committed financing, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”), (ii) an executed commitment letter, dated as of the Agreement Date, by and between Buyer and Carlyle-Havasu Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (“C-H Holdings”), including all exhibits, schedules, annexes and amendments thereto (the “C-H Holdings Equity Financing Commitment”), (iii) an executed commitment letter, dated as of the Agreement Date, by and between Buyer and GIC, including all exhibits, schedules, annexes and amendments thereto (the “GIC Equity Financing Commitment” and, together with the C-H Holdings Equity Financing Commitment, the “Buyer Equity Commitments”), and (iv) an executed commitment letter, dated as of the Agreement Date, by and between C-H Holdings and Sponsor, including all exhibits, schedules, annexes and amendments thereto (the “Sponsor Equity Financing Commitment” and, together with the Buyer Equity Commitments, the “Equity Financing Commitments”, and the Equity Financing Commitments and the Debt Financing Commitment, collectively, the “Financing Commitments”). Pursuant to the Sponsor Equity Financing Commitment, and subject to the terms and conditions thereof, the Sponsor has committed to provide the amounts set forth therein to C-H Holdings for the purpose of funding the amounts contemplated by the C-H Holdings Equity Financing Commitment (the “Sponsor Equity Financing”). C-H Holdings and GIC have each committed, on a several but not joint basis, to provide the amounts set forth in its respective Buyer Equity Commitment, subject to the terms and conditions thereof, to Buyer for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Buyer Equity Financing” and, together with the Sponsor Equity Financing, the “Equity Financing and, together with both the Buyer Equity Financing and the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereof, the Commitment Arrangements are in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereof. Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term or condition that is required to be satisfied as a condition to the availability or funding of the full amount of the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated hereby.

Financial Capacity. Assuming Parent has delivered to the Company true and complete copies of (a) the executed equity commitment letter dated as of the date hereof (the “Equity Commitment Letter”) from the Guarantors to provide to Parent on the Closing Date the Equity Financing in cash in an aggregate amount of at least $115,000,000, which Equity Commitment Letter provides that the parties to each of Company is an express third party beneficiary thereto and (b) the Debt Commitment Letter executed by the Debt Financing Sources party thereto on the date hereof and countersigned by Merger Sub 2. None of the Commitment Letters have been amended or modified prior to the date of this Agreement. The aggregate proceeds of the Debt Financing and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing Financing will be sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing DateTransactions, including (i) the amounts payable payment of the aggregate Merger Consideration and Option Consideration to which holders of Company Common Stock, Company Options and Company RS Awards will be entitled at the Effective Time pursuant to Section 1.4this Agreement, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all the repayment of the out-of-pocket costs Payoff Indebtedness and (iii) the payment of Buyer arising from all fees and expenses required to be paid by Parent or either Merger Sub at the consummation of the transactions and any fees incurred Closing in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”)Transactions. Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as As of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Commitment Arrangements Letters are in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, to the Knowledge of each Merger Sub, represent valid, binding and enforceable obligations of Parent (in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each Letter) and the Debt Financing Sources (in the case of the other parties theretoDebt Commitment Letter) (in each case, enforceable against each such Person in accordance with its terms, except subject to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting Enforceability Exceptions) to provide the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating financing contemplated thereby subject only to the amount, conditionality, availability satisfaction or termination waiver of the Financingapplicable Financing Conditions. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees required by the Debt Commitment Letter to be paid by it amounts that are due and payable on or prior to the date hereofof this Agreement in connection with the Financing. Assuming the satisfaction As of the conditions precedent to Buyer’s obligations hereunderdate of this Agreement, Buyer is not aware of any fact or occurrence thatno event has occurred which, with or without notice, lapse of time or both, would constitute a material breach or default on the part of Parent (in the case of the Equity Commitment Letter) or breach Merger Sub 2 (in the case of the Debt Commitment Letter), in each case, or any other party thereto under any term of the Commitment Arrangement Letters which would reasonably be expected to materially impair or adversely affect the Financing. As of the date hereof, each of Parent (in the case of the Equity Commitment Letter) and Merger Sub 2 (in the case of the Debt Commitment Letter) has no reason to believe that it or any other party thereto will not be able unable to satisfy on a timely basis any term of any of the Commitment Letters. Except as set forth in the Equity Commitment Letter and the Debt Commitment Letter, there are no conditions precedent or condition that is required to be satisfied as a condition other contingencies related to the availability or funding of the full amount of the FinancingFinancing other than the Financing Conditions. The only conditions precedent or other contingencies related to the funding of the Debt Financing on the Closing Date that will be required to be satisfied on the Closing Date in order to consummate the Debt Financing contemplated by the Debt Commitment Letter shall be the Financing Conditions contained in the Debt Commitment Letter. As of the date of this Agreement, Parent has no reason to believe that (A) any of the Financing Conditions will not be satisfied or that (B) the Financing will not be made available to Buyer Parent (in the case of the Equity Commitment Letter) and Merger Sub 2 (in the case of the Debt Commitment Letter) on the Closing Date. Each of Buyer Parent and each Merger Sub affirms expressly agree and acknowledge that it is their obligations hereunder, including Parent’s and each Merger Sub’s obligations to consummate the Mergers, are not subject to, or conditioned on, Parent’s or either Merger Sub’s receipt of financing. Notwithstanding anything to the contrary contained herein, the Company agrees that a condition breach of the representations and warranties in this ‎Section 5.08 shall not result in the failure of the conditions to the Closing that Buyer obtain set forth in ‎Section 7.03(a) if, notwithstanding such breach and subject to the Financing or any satisfaction of the other financing for conditions to Closing set forth in ‎Article VII, Parent and each Merger Sub are willing and able to consummate the transactions contemplated herebyClosing on the date the Closing is required to occur hereunder.

Financial Capacity. Assuming (a) that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided delivered to the Company Seller a true, accurate and complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), Deerfield pursuant to which the Debt Financing Sources party thereto have committed Deerfield has agreed to lend the amounts set forth therein on the terms and subject only to the conditions set forth therein therein, for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of financing contemplated by the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereofof this Agreement, (a) the Commitment Arrangements are Letter is in full force and effect and each constitutes the legal, valid and binding obligation obligations of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor Nuvo and, to Buyer’s knowledgethe knowledge of Nuvo, each Deerfield, (b) the Commitment Letter has not been amended or modified and no such amendment or modification is contemplated by Nuvo, and (c) assuming the satisfaction of the conditions set forth therein, the Debt Financing will be sufficient to pay the Purchase Price and any other parties thereto, enforceable against each such Person in accordance with its terms, except amounts to be paid or repaid by Buyer under this Agreement or as a result of the extent that enforceability thereof may be limited transactions contemplated by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equitythis Agreement. Other than the Commitment Arrangements, there There are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition conditions precedent or other contingency related to the funding of the full amount of the Financing, Debt Financing other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any Letter; and all commitment fees there are no side letters or other fees required by contracts, understandings or arrangements (oral or written) related to the Debt Financing between Nuvo and Deerfield other than the Commitment Letter. As of the date of this Agreement, to Buyers knowledge and excluding any conditions where the failure to be so satisfied is a result of Seller’s breach of any of its obligations under this Agreement or a breach by Deerfield, no event has occurred that (with or without notice or lapse of time or both) would reasonably be expected to constitute or result in a breach or default under the Commitment Letter or make Nuvo unable to be paid by it satisfy on a timely basis any term or prior to the date hereof. Assuming the satisfaction condition of the conditions precedent to Buyer’s obligations hereunderCommitment Letter (whether or not such condition is contained in the Commitment Letter), and Buyer is not aware of any fact or occurrence thatthat makes any of the representations or warranties of Nuvo relating to Nuvo in the Commitment Letter inaccurate in any material respect. Subject to the terms and conditions of the Commitment Letter and subject to the satisfaction of the conditions contained in Section 6.1 and Section 6.2, with or without notice, lapse of time or both, would constitute a default or breach under (x) Buyer does not have any Commitment Arrangement and has no reason to believe that it Nuvo will not be able unable to satisfy on a timely basis any term or condition that is required to be satisfied as a condition by it and contained in the Commitment Letter, and (y) the aggregate proceeds contemplated by the Commitment Letter will be sufficient for Buyer to the availability or funding of the full amount of the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for consummate the transactions contemplated herebyhereby upon the terms and conditions contemplated hereby and pay all related fees and expenses related thereto.

Financial Capacity. Assuming (a) that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent GuarantorBuyer) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and or other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on and after the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, true and complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereofSeptember 18, 2017, between the lenders Financing Sources party thereto and Buyer (and including any lender lenders who becomes become party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed agreed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein (together with any Alternate Financing) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Agreement. The Debt Commitment Letter, Letter has not been amended or modified in a manner that could affect the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to satisfaction of the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this AgreementSection 8.4 hereof, and as of the date hereof of this Agreement the commitments contained in the Debt Commitment Arrangements Letter have not been withdrawn or rescinded in any respect. As of the date hereofof this Agreement, the Debt Commitment Arrangements are Letter is in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium reorganization and any other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally (including fraudulent conveyance laws) and by general principles of equityequity principles, as applicable. Other than the Commitment Arrangements, there There are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition conditions precedent or other contingency contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior (including satisfaction of the Marketing Period and changes effected pursuant to the date hereof“market flex” provisions in the associated fee letter). Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition to the availability or funding of the full amount of the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated hereby.

Financial Capacity. Assuming (a) Buyer acknowledges and agrees that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer andits obligations under this Agreement, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order including its obligation to consummate all of the transactions contemplated hereunder on the Closing Datehereby, including (i) the amounts payable pursuant are not contingent upon its ability to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and obtain any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”)financing. Buyer has provided delivered to the Company Sellers a true, correct, and complete and accurate copy of the fully executed (i) debt commitment letterEquity Commitment Letter to provide to Buyer, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letterand conditions therein, collectively, cash in the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts aggregate amount set forth therein on to satisfy the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as payment of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership Purchase Price and Green Equity Investors Side VII, L.P., a Delaware limited partnership Buyer’s other obligations hereunder (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Arrangements have Letter has not been amended, supplemented amended or modified in any manner in contravention of this Agreementprior to the date hereof, and no such amendment or modification is contemplated as of the date hereof hereof, and the respective commitments contained in the Equity Commitment Arrangements Letter have not been withdrawn or rescinded in any respect. As respect as of the date hereof (and, to the knowledge of Buyer, no such withdrawal or rescission is contemplated as of the date hereof, the Commitment Arrangements are in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, in the case of the ). The Equity Commitment Arrangements, Parent Guarantor and, Letter is not subject to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition any conditions precedent or other contingency related contingencies relating to the funding of the full amount of the Financing, Financing other than as expressly set forth in the Equity Commitment Arrangements. Buyer has fully paid any Letter delivered to Sellers, and all commitment fees or other fees required are binding and in full force and effect and are the legal, valid (assuming due authorization, execution and delivery by the Debt Commitment Letter to be paid by it on or prior other parties thereto), binding and enforceable obligations of Buyer and, to the date hereofknowledge of Buyer, each of the other parties thereto, as the case may be, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. Assuming the satisfaction of the conditions precedent set forth in Article VIII and Article IX, the aggregate net proceeds contemplated by the Equity Commitment Letter, together with available funds of Buyer, will, in the aggregate, be sufficient for Buyer to complete the transactions contemplated by this Agreement, and to satisfy all of the obligations of Buyer under this Agreement, including (A) paying the Purchase Price at Closing, and (B) paying all related fees and expenses of Buyer hereunder. Assuming the satisfaction of the conditions set forth in Article VIII and Article IX, to the knowledge of Buyer’s obligations hereunder, Buyer is not aware of any there exists no fact or occurrence that, with or without notice, lapse of time or both, would existing on the date hereof that could (I) constitute a default or breach breach, of a failure of any condition, under any the Equity Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term Letter or condition that is required (II) otherwise cause the Equity Commitment Letter to be satisfied as a condition to the availability ineffective or funding of the full amount of the Financing, or that the Financing will not to be made available to Buyer unavailable on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated hereby.

Financial Capacity. Assuming (a) that Parent has delivered to the parties to each Company a true and complete copy of the Debt Commitment Letter and the executed Equity Commitment Arrangements (in each case other than Buyer andLetter, in which has not been amended or modified prior to the case execution of this Agreement. The aggregate proceeds of the Equity Commitment ArrangementsFinancing, Parent Guarantor) perform their respective obligations in accordance along with the terms thereof and (b) satisfaction of the conditions precedent Company Cash on Hand, will be sufficient to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including fund (i) the amounts payment of the aggregate Transaction Consideration for the acquisition or conversion of all shares of Company Common Stock (other than the Cancelled Shares) pursuant to the Merger (assuming no Dissenting Shares) and all consideration payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount this Agreement in respect of Repaid Debt and the Company Transaction ExpensesStock Awards, and (ii) the payment of all of the out-of-pocket costs of Buyer arising from the consummation of the transactions fees and any fees incurred expenses required to be paid by Parent or Merger Sub at Closing in connection with the Financing Transactions (the foregoing amounts, collectivelysuch amount, the “Required Closing Funding Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereof, the commitment contained in the Equity Commitment Arrangements are Letter has not been withdrawn, modified or rescinded in any respect. The Equity Commitment Letter is in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, against Parent Guarantor and, to Buyer’s knowledgethe Knowledge of Parent, each other party thereto and represents valid, binding and enforceable obligations of Parent and, to the Knowledge of Parent, each other party thereto (subject to the Bankruptcy and Equity Exception). As of the other parties theretodate of this Agreement, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereof. Assuming assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunderset forth in Section 6.1 and Section 6.2, Buyer no event has occurred of which Parent is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or breach any other party thereto under any term of the Equity Commitment Arrangement Letter that would reasonably be expected to materially impair or adversely affect the Equity Financing and the timely receipt of the proceeds thereof. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, Parent has no reason to believe that it or any other party to the Equity Commitment Letter will not be able unable to satisfy on a timely basis any term applicable Financing Condition or condition that is required to be satisfied their respective obligations under the Equity Commitment Letter. Except as a condition set forth in the Equity Commitment Letter, there are no conditions precedent or other contingencies related to the availability or funding of the full amount of the FinancingEquity Financing other than the applicable Financing Conditions. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or that (ii) the Equity Financing will not be made available in full to Buyer Parent on the Closing Date. Each Parent and Xxxxxx Sub expressly agree and acknowledge that their obligations hereunder, including Xxxxxx’s and Xxxxxx Sub’s obligations to consummate the Merger, are not subject to, or conditioned on, Parent’s or Merger Sub’s receipt of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebyfinancing.

Financial Capacity. Assuming (a) that the parties to each of the Debt Commitment Letter Buyer has received and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant delivered to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company Parent a true, correct and complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject addressed to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), Buyer dated as of the date hereof, between of this Agreement from Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. (as the lenders party thereto (same may be amended or replaced and including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt executed commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto(or similar agreement) for any alternative financing, the “Debt Commitment Letter”), ) pursuant to which which, and subject to the Debt Financing Sources terms and conditions thereof, the lenders party thereto have committed to lend provide or cause to be provided debt financing as described therein (such financing, and/or the amounts set forth therein on the terms and subject debt securities contemplated to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (be issued in an offering or exchange in lieu thereof, the “Debt Financing”) ). The Debt Commitment Letter is a legal, valid and (ii) equity commitment and investment agreement, dated as binding obligation of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise parties thereto in accordance with the terms hereofand conditions thereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the conditions set forth therein for the purpose enforcement of funding the transactions contemplated by this Agreement creditors’ rights generally and (the “Equity Financing” andii) general principles of equity, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented whether considered in a proceeding at law or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respectequity. As of the date hereof, the Debt Commitment Arrangements are Letter is in full force and effect and each constitutes has not been amended or modified or withdrawn, terminated or rescinded in any respect and there is no default or breach existing (or which with notice or lapse of time or otherwise may exist) thereunder. The aggregate net proceeds contemplated by the legalDebt Commitment Letter, valid and binding obligation together with other immediately available cash resources of Buyer andBuyer, will in the case aggregate be sufficient for Buyer to satisfy the obligation to pay the Aggregate Purchase Price and all other amounts that Buyer is required to pay pursuant to this Agreement and all expenses incurred by Buyer in connection with the transactions contemplated by this Agreement. Except for a customary fee letter, a copy of which has been provided to the Parent with only the amount of fees, “pricing flex” and other economic terms therein redacted, and a customary fee credit letter and a customary engagement letter, (i) the obligations of the Equity Debt Financing Sources to fund the commitments under the Debt Commitment Arrangements, Parent Guarantor and, Letter are not subject to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition any conditions precedent or other contingency related to the funding of the full amount of the Financing, other than contingencies except as expressly set forth in the Debt Commitment ArrangementsLetter, and (ii) there are no side agreements or other arrangements, commitments or understanding except as explicitly set forth in the Debt Commitment Letter, and there are no side agreements, commitments or other arrangements or understandings with respect to the Debt Financing. Buyer and its Affiliates have no knowledge of any facts or circumstances that, assuming satisfaction of the conditions set forth in Article 6, would be reasonably likely to result in (a) the conditions precedent set forth in the Debt Commitment Letter not being satisfied or (b) the funding contemplated by the Debt Commitment Letter not being made available to Buyer in order to consummate the transactions contemplated by this Agreement at the Closing. Buyer has fully paid any and all commitment fees or and other fees required by the Debt Commitment Letter to be paid by it that are due and payable on or prior to the date hereof. Assuming of this Agreement in connection with the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Debt Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term or condition that is required to be satisfied as a condition to the availability or funding of the full amount of the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebyLetter.

Financial Capacity. Assuming As of the date of this Agreement, Xxxxxx has delivered to the Company a true and complete copy of (a) the executed Equity Commitment Letters from the Guarantors to provide to Parent the Equity Financing in cash in an aggregate amount of at least $3,990,000,000, which Equity Commitment Letters each provide that the parties to each of Company is an express third party beneficiary thereto and (b) the executed Debt Commitment Letter and the Equity Debt Fee Letter, which Debt Fee Letter has been redacted for fees, “securities demand” provisions, pricing terms and pricing caps, “market flex” provisions and other terms that are customarily redacted (including any dates related thereto), none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing to be funded on the Closing Date or impose additional conditions precedent to the funding of the Debt Financing on the Closing Date. The Debt Commitment Arrangements (Letter has not been amended or modified in any manner prior to the date of this Agreement. As of the date of this Agreement, neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the Transactions that imposes or permits the imposition of conditions precedent to the funding of the Debt Financing on the Closing Date or would otherwise affect the availability of the Debt Financing on the Closing Date, in each case case, other than Buyer andthe Commitment Letters and the Debt Fee Letter. Assuming satisfaction of the conditions set forth in Section 8.01 and Section 8.02 and that the Financing is funded on the Closing Date in accordance with the Financing Letters, as of the date of this Agreement, the aggregate proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) and the Equity Financing will be sufficient to finance (i) the payment of the aggregate Merger Consideration, Option Consideration and PSU/RSU Consideration to which holders of Company Common Stock, Company Options, Company PSU Awards and Company RSU Awards will be entitled at the Effective Time pursuant to this Agreement, (ii) the repayment or refinancing of the Company’s outstanding debt facilities and (iii) the payment of all fees and expenses, in the case of each of clauses (i) through (iii), to the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts extent required to be paid by it in order to consummate all of the transactions contemplated hereunder Parent or Merger Sub on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the Date in connection with consummation of the transactions and any fees incurred in connection with the Financing Transactions (the foregoing amounts, collectivelyminimum amount sufficient to finance such payments, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as As of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements Letters have not been withdrawn or rescinded in any respect. As of the date hereofof this Agreement, the Commitment Arrangements Letters are in full force and effect and each constitutes represent valid, binding and enforceable obligations (subject to the legal, valid and binding obligation Enforceability Exceptions) of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledgethe Knowledge of Parent, each other party thereto to provide the financing contemplated thereby subject only to the satisfaction or waiver of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equityFinancing Conditions. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees required by the Debt Commitment Letter to be paid by it amounts that are due and payable on or prior to the date hereofof this Agreement in connection with the Financing. Assuming performance by the satisfaction Company and its Affiliates of their respective obligations under this Agreement, as of the conditions precedent to Buyer’s obligations hereunderdate of this Agreement, Buyer is not aware of any fact or occurrence thatno event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default or breach on the part of Parent or, to the Knowledge of Parent, any other party thereto under any term of the Commitment Arrangement and Letters. As of the date of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of any of the Commitment Letters. Assuming satisfaction of the conditions set forth in Section 8.01 and Section 8.02 and completion of the Marketing Period, as of the date of this Agreement, Parent has no reason to believe that (i) any of the Financing Conditions will not be able to satisfy any term satisfied or condition that is required to be satisfied as a condition to the availability or funding of the full amount of the Financing, or that (ii) the Financing will not be made available to Buyer Parent on the Closing Date. Each of Buyer Parent and Xxxxxx Sub expressly agree and acknowledge that their obligations hereunder, including Xxxxxx’s and Merger Sub affirms that it is Sub’s obligations to consummate the Merger, are not a condition subject to, or conditioned on, Parent’s or Merger Sub’s consummation of any financing arrangements, Parent’s or Merger Sub’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Closing that Buyer obtain the Financing Parent or any other financing for the transactions contemplated herebyMerger.

Financial Capacity. Assuming (a) that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided delivered to the Company a true, correct and complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Equity Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”)hereof from Guarantor, pursuant to which the Debt Financing Sources party thereto have Guarantor has committed to lend the amounts set forth therein on invest in Parent, subject to the terms and subject to conditions therein, on the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which Closing Date the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereof, the Equity Commitment Arrangements are Letter has not been amended, restated, supplemented or modified in full force any respect or waived and effect no such amendment, restatement, supplement, modification or waiver is contemplated, and each constitutes the legal, valid obligations and binding obligation of Buyer and, commitments contained in the case of the Equity Commitment ArrangementsLetter have not been withdrawn, Parent Guarantor andreduced, rescinded, amended, restated, otherwise modified or repudiated in any respect or terminated in any respect prior to Buyer’s knowledgethe date of this Agreement and no such withdrawal, each reduction, rescission, amendment, restatement, other modification, repudiation or termination is contemplated. As of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financingdate hereof, other than as expressly set forth in the Equity Commitment ArrangementsLetter there are no engagement letters, side letters, contracts, understandings, agreements or other commitments or arrangements of any kind, whether written or oral, relating to the financing of the Transactions, that could affect the conditionality, enforceability, availability, termination or amount of the Equity Financing. Buyer Assuming the accuracy of the representations and warranties of the Company set forth in this Agreement and the performance in all material respects by the Company of its obligations under this Agreement, the aggregate proceeds of the Equity Financing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges) assuming funded in accordance with the Equity Commitment Letter, will be sufficient to (i) fund all of the amounts required to be provided by Parent and/or Merger Sub for the consummation of the Transactions and (ii) perform all of Parent’s and Mexxxx Xub’s payment obligations under Article III, the payment of all amounts in connection with the refinancing or repayment of any outstanding indebtedness of the Acquired Companies required by this Agreement and the payment of all associated costs and expenses of the Transactions (including any fees and expenses related to the transactions contemplated hereby, including the Equity Financing). The Equity Commitment Letter, in the form so delivered to the Company, is in full force and effect and constitute legal, valid, binding and enforceable obligations of Parent and each other party thereto (subject to the Enforceability Exceptions) to provide the financing contemplated thereby subject only to the satisfaction or waiver of the terms thereof. Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees amounts required by the Debt Equity Commitment Letter to be paid by it and/or the Equity Financing, in each case, that are due and payable on or prior to the date hereofof this Agreement, and will pay (or cause to be paid) in full all commitment fees and other amounts required by the Equity Commitment Letter and/or the Equity Financing, in each case, that are due and payable at or prior to Closing. Assuming Neither Parent nor Merger Sub, nor any other party to the satisfaction of Equity Commitment Letter, is in default in the conditions precedent to Buyer’s obligations hereunderperformance, Buyer is not aware observation or fulfillment of any fact obligation, covenant or occurrence thatcondition contained in the Equity Commitment Letter, and no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in a default under or breach on the part of Parent or Merger Sub, or on the part of any other party under the Equity Commitment Letter. Assuming the satisfaction or waiver of the conditions to the Parent Parties’ obligation to consummate the Merger and the accuracy of the representations and warranties of the Company set forth in Article IV hereof, neither Parent nor Merger Sub has any Commitment Arrangement and has no reason to believe that it or any other party thereto will not be able unable to satisfy on a timely basis, and in any event, not later than the Closing, any term or condition that is of the Equity Commitment Letter required to be satisfied as a condition by it or that the full amounts committed pursuant to the availability Equity Commitment Letter will not be available on the Closing Date if the terms or conditions to be satisfied by it contained in the Equity Commitment Letter are satisfied. There are no conditions precedent or other contingencies related to the funding or investing of the full amount net proceeds (or any portion) of the FinancingEquity Financing at the Closing other than as set forth in the Equity Commitment Letter. Parent and Mexxxx Xub expressly agree and acknowledge that their obligations hereunder, including Paxxxx’s and Mexxxx Xub’s obligations to consummate the Merger, are not subject to, or that the Financing will not be made available to Buyer on the Closing Date. Each conditioned on, Parent’s or Merger Sub’s receipt of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebyfinancing.

Financial Capacity. Assuming Attached hereto as Exhibit A are true, correct and complete copies of the executed commitment letters and the term sheets with respect thereto (collectively, the “Original Debt Commitment Letters”) from each of (a) that Bank of America, N.A., HSBC Bank USA, National Association and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and (b) Prudential Capital Partners IV, L.P. and certain of its affiliated funds (collectively, the parties “Commitment Lenders”) to each provide to the Purchaser with an aggregate amount equal to at least $90,000,000 in financing (the “Financing”) as in effect on the date of this Agreement. Each of the Debt Commitment Letter Letters has been validly authorized, executed and the Equity Commitment Arrangements (in delivered by each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, Purchaser and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereofPurchaser’s Knowledge, the Commitment Arrangements are Lenders, is in full force and effect and each constitutes the is a legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of Purchaser and the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there There are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition conditions precedent or other contingency contingencies related to the funding of the full amount of the Financing, Financing other than as expressly specifically set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereofLetters. Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under any term or condition of any Debt Commitment Arrangement Letter, and the Purchaser has no reason to believe that it any of the conditions to the Financing will not be able to satisfy any term or condition that is required to be satisfied as on a condition to the availability or funding of the full amount of the Financing, timely basis or that the Financing will not be made available to Buyer on the Closing Dateterms set forth in the Debt Commitment Letters. Each of Buyer The Purchaser has fully paid any and Merger Sub affirms that it is not a condition all commitment fees or other fees required by the Debt Commitment Letters to be paid by the Purchaser on or prior to the date of this Agreement and shall in the future pay any such fees as they become due. At the Closing, the Purchaser will have sufficient immediately available funds in cash to pay the Closing that Buyer obtain the Financing or Date Payment and to pay any other financing for amounts payable pursuant to this Agreement and to effect the transactions contemplated hereby, absent the existence of a Financing Failure at the Closing.

Financial Capacity. Buyer has delivered to Seller a true, correct and complete copy of the executed Equity Commitment Letter from Sponsor to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity Financing”) for the purpose of satisfying all of the obligations of Buyer or any of its Affiliates in this Agreement or, to the extent payable at Closing, under any Ancillary Agreement to which Buyer or its Affiliate is a party (including payment by Buyer of all obligations pursuant to Section 2.3, including the aggregate Closing Payment, and payment of any other fees, expenses and obligations required to be paid or satisfied by Buyer on the Closing Date (the amount of such aggregate payment obligations, the “Required Amount”)). Assuming (ai) that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations Financing is funded in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, Equity Commitment Letter and (ii) all the performance by Seller of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amountsits obligations hereunder, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions net proceeds contemplated by this Agreement (the “Debt Financing”) and (ii) equity commitment and investment agreement, dated as Equity Commitment Letter will be sufficient to fund the payment by Buyer of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Required Amount. The Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of the date hereof, the Commitment Arrangements are Letter is in full force and effect and, except as not prohibited by this Agreement, has not been withdrawn or terminated or otherwise amended or modified in any respect, and each constitutes the no such amendment or modification is contemplated. The Equity Commitment Letter is a legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of and the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and by remedies, and general principles of equity. Other than No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Equity Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination Letter by any of the Financing. There parties thereto; provided that Buyer is no condition precedent not making any representation or other contingency related to warranty regarding the funding accuracy of the full amount of the Financing, other than as expressly set forth representations and warranties in the Commitment ArrangementsArticle 3. Buyer has fully paid any and all commitment fees or other fees required by the Debt Equity Commitment Letter to be paid by it on or prior before the date of this Agreement. The aggregate proceeds from the Equity Financing constitute all of the financing required for Buyer to consummate the transactions contemplated by this Agreement at Closing and the payment of all associated costs and expenses to be paid by Buyer at Closing. As of the date hereof. Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is Xxxxx does not aware of have any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term or condition that is required to be satisfied as a condition of the conditions to the availability or funding of the full amount of the Financing, or that the Equity Financing will not be made satisfied or that the Equity Financing will not be available to Buyer on the Closing Date. Each of ; provided that Buyer and Merger Sub affirms that it is not a condition making any representation regarding the accuracy of the representations and warranties set forth in Article 3 or compliance by Seller and the Acquired Entities with their obligations hereunder. The Equity Commitment Letter contains all of the conditions precedent to the Closing obligations of the parties thereunder to make the Equity Financing available to Buyer on the terms therein and, except as set forth in the Equity Commitment Letter, there are no contingencies that would permit the parties thereunder to reduce the total amount of the Equity Financing. There are no side letters or other agreements or arrangements to which Buyer obtain the Financing or any of its Affiliates is a party related to the funding or investing, as applicable, other financing for than (i) as expressly set forth in the transactions contemplated herebyEquity Commitment Letter or (ii) any such side letters, agreements or arrangements that would not adversely affect the availability of the Equity Financing on the Closing Date.

Financial Capacity. Assuming (a) that the parties Arion has delivered to each Sphinx a true, accurate and complete copy of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereofAgreement Date, between by and among Arion and the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letterSources party thereto, together with including all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, thereto (the “Debt Commitment LetterFinancing Commitment”), pursuant to which which, and subject to the terms and conditions of which, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein Arion for the purpose of funding the transactions contemplated by this Agreement (such committed financing, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”). In addition, as of immediately prior to the Closing and before giving effect to the consummation of the Debt Financing, Arion Opco shall have at least $25,000,000 of Arion Cash, as well as an amount of Arion Cash sufficient to make all Affiliate Payments and Arion Transaction Expenses (other than financing fees, borrowing costs or similar expenses incurred in connection with the Debt Financing); provided that such amounts shall not be proceeds from the revolving credit facility under Arion Existing Indebtedness. As of immediately after the Closing, and after giving effect to (i) and the consummation of the Debt Financing, (ii) equity commitment the prepayment of the Arion Existing Indebtedness outstanding as of immediately prior to the Closing Date (the “Prepayment”), (iii) the payment of any Arion Transaction Expenses and investment agreement(iv) any payments by Arion or its Subsidiaries to any of its Affiliates owing as of or in connection with the Closing (to the extent not irrevocably waived), including the advisory service fee (if any) pursuant to Section 4(b) of that certain Advisory Services Agreement, dated as of the date hereofOctober 4, between Green Equity Investors VII2015, L.P.entered into by and among Xxxxx Xxxxx, a Delaware limited partnership LLC, TA Associates Management L.P. and Green Equity Investors Side VII, L.P., a Delaware limited partnership Arion Opco (the “Equity Financing SourcesAffiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement freely usable (the “Equity Financing” and, together with Post-Closing Operating Cash”); provided that at least $25,000,000 of the Post-Closing Operating Cash shall not be from proceeds of the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respect. As of immediately following the date hereofClosing, the Commitment Arrangements are Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid indebtedness for borrowed money outstanding (not taking into account any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereof. Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach undrawn capacity under any Commitment Arrangement and has no reason to believe that it will not be able to satisfy any term or condition that is required to be satisfied as a condition to the availability or funding of the full amount of the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebyrevolving credit facility).

Financial Capacity. Assuming (a) that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as As of the date hereof, between Xxxxxx has delivered to the lenders party thereto Company a true and complete copy of the executed Credit Agreement and any fee letters or ancillary agreements entered into in connection therewith (including with fee amounts, economic terms and any lender who becomes party thereto other provision thereof to be redacted in a customary manner as may be required by joinder the applicable Debt Financing Sources), each of which has not been amended, modified or terminated prior to the execution of this Agreement. Assuming the Debt Financing is funded in accordance with the terms of such debt commitment letter, collectivelythe Credit Agreement and assuming satisfaction of all of the conditions to Closing set forth in Article VI, the “aggregate proceeds of the Debt Financing Sources”Financing, along with the Company Cash on Hand, will be sufficient to fund (i) the payment of the aggregate Transaction Consideration for the acquisition or conversion of all shares of Company Common Stock (other than the Cancelled Shares) pursuant to the Merger (assuming no Dissenting Shares) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), consideration payable pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) in respect of Company Equity Awards, and (ii) equity commitment the payment of all fees and investment agreementexpenses required to be paid by Parent or Merger Sub at Closing in connection with the Transactions (such amount, dated as the “Required Funding Amount”). As of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments commitment contained in the Commitment Arrangements have Credit Agreement has not been withdrawn withdrawn, modified or rescinded in any respect. As of the date hereof, the Commitment Arrangements are Credit Agreement is in full force and effect and each constitutes the legal, valid and binding obligation against Parent or an indirect parent of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledgethe Knowledge of Parent, each other party thereto and represents valid, binding and enforceable obligations of the other parties theretoParent and, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcyKnowledge of Parent, insolvency, reorganization, fraudulent conveyance, moratorium and each other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Other than the Commitment Arrangements, there are no other agreements, side letters or arrangements relating party thereto (subject to the amount, conditionality, availability or termination of the FinancingBankruptcy and Equity Exception). There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees amounts required by the Debt Commitment Letter to be paid by it the Credit Agreement and any fee letters or ancillary agreements entered into in connection therewith that are due and payable on or prior to the date hereofof this Agreement. Assuming As of the date of this Agreement, assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunderset forth in Section 6.1 and Section 6.2, Buyer no event has occurred of which Parent is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a breach or default or breach on the part of Parent under any Commitment Arrangement term of the Credit Agreement that would reasonably be expected to materially impair or adversely affect the Debt Financing and the timely receipt of the proceeds thereof. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, Parent has no reason to believe that it will not be able unable to satisfy on a timely basis any term applicable Debt Financing Condition on or condition that is required prior to be satisfied Closing Date. Except as a condition set forth in the Credit Agreement, there are no conditions precedent related to the availability or funding of the full amount of the FinancingDebt Financing other than the applicable Debt Financing Conditions. As of the date of this Agreement, or assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, Parent has no reason to believe that the Debt Financing will not be made available in full to Buyer Parent on the Closing Date. Each Notwithstanding anything to the contrary contained herein, Xxxxxx and Xxxxxx Sub agree that a breach of Buyer the representations and Merger Sub affirms that it is warranties in this Section 4.11 shall not a condition result in the failure of the conditions to the Closing that Buyer obtain set forth in Section 6.3(a) if (notwithstanding such breach), and subject to the satisfaction or waiver by Parent of the conditions to closing set forth in Section 6.1 and Section 6.2, Parent is willing and able to, and actually does, consummate the Closing on the Closing Date. There are no side letters, fee letters or other written Contracts containing any conditions to the funding of the full amount of the Debt Financing other than as expressly set forth in, or any other financing for contemplated by, the transactions contemplated herebyCredit Agreement.

Financial Capacity. Assuming (a) that At or prior to the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunderClosing, Buyer shall have at will have, pursuant to the Closing Commitment Letters and/or any Substitute Financing, sufficient cash, available lines of credit and or other sources of immediately available funds to make payment pay in cash the Merger Consideration in accordance with the terms of all Article III and any other amounts to be paid by it in order to consummate all hereunder. Attached hereto as Exhibit B are true, correct and complete signed counterpart(s) of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)letter(s), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder providing for debt financing in accordance with the terms respect of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt FinancingCommitment Letters”) and (ii) equity the commitment and investment agreementletter(s), dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership pursuant to which Affiliates of Buyer have agreed with Buyer to make an equity investment in Buyer (the “Equity Financing Sources”), Commitment Letters” and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment LetterLetters, the “Commitment ArrangementsLetters”), which debt financing contemplated by the Debt Commitment Letters, when taken together with the amount of equity capital to be provided pursuant to which the Equity Financing Sources agreed Commitment Letters, will be sufficient to invest pay the Merger Consideration, all other amounts set forth therein on to be paid by Buyer hereunder and all expenses of Buyer incurred in connection with the terms and subject to the conditions set forth therein for the purpose consummation of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respecthereby. As of the date hereof, the Commitment Arrangements Letters, in the form so delivered, are valid and binding obligations of Buyer or Merger Sub and, to the Knowledge of Buyer, the other parties thereto and (assuming that such Commitment Letters constitute such obligations of such other parties) are in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, are not subject to any contingencies or conditions that are not set forth in the case copies of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its termsLetters attached hereto as Exhibit B, except to for the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement payment of creditors’ rights generally and by general principles of equitycustomary fees. Other than the Commitment ArrangementsLetters, there are no Buyer has not entered into any agreement pursuant to which any Person (other agreements, side letters than the Parties thereto) has the right to modify or arrangements relating to amend the amount, conditionality, availability or termination terms of the FinancingCommitment Letters. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date hereof. Assuming the satisfaction of the conditions precedent to To Buyer’s obligations hereunderKnowledge, Buyer is not aware of any fact or occurrence thatno 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 Commitment Arrangement and has no reason to believe that it will not be able Letters, or would result in a party thereto being unable to satisfy on a timely basis any term or condition that is required of closing to be satisfied as a condition pursuant to the availability Commitment Letters. Buyer or funding of an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the full amount of Debt Commitment Letters to be paid by the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebydate hereof.

Financial Capacity. Assuming (a) that At or prior to the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunderClosing, Buyer shall have at will have, pursuant to the Closing Commitment Letters and/or any Substitute Financing, sufficient cash, available lines of credit and or other sources of immediately available funds to make payment pay in cash the Merger Consideration in accordance with the terms of all Article IV and any other amounts to be paid by it in order to consummate all hereunder. Attached hereto as Exhibit B are true, correct and complete signed counterpart(s) of the transactions contemplated hereunder on the Closing Date, including (ia) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)letter(s), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder providing for debt financing in accordance with the terms respect of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt FinancingCommitment Letters”) and (iib) equity the commitment and investment agreementletter(s), dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership pursuant to which Affiliates of Buyer have agreed with the parent company of Buyer to make an equity investment in such parent company in connection with the transactions contemplated hereby (the “Equity Financing Sources”), Commitment Letter” and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment LetterLetters, the “Commitment ArrangementsLetters”), which debt financing contemplated by the Debt Commitment Letters, when taken together with the amount of equity capital to be provided pursuant to which the Equity Financing Sources agreed Commitment Letter, will be sufficient to invest pay the Merger Consideration, all other amounts set forth therein on to be paid by Buyer hereunder and all expenses of Buyer incurred in connection with the terms and subject to the conditions set forth therein for the purpose consummation of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or rescinded in any respecthereby. As of the date hereof, the Commitment Arrangements Letters are in full force and effect and each constitutes effect, are, as of the legaldate hereof, valid and binding obligation obligations of Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person thereto and are not subject to any contingencies or conditions that are not set forth in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting copies of the enforcement of creditors’ rights generally and by general principles of equity. Commitment Letters attached hereto as Exhibit B. Other than the Commitment ArrangementsLetters, there are no other agreements, side letters Buyer and its parent company have not entered into any agreement pursuant to which any Person has the right to modify or arrangements relating to amend the amount, conditionality, availability or termination terms of the Financing. There is no condition precedent debt financing or other contingency related to the funding of the full amount of the Financing, other than as expressly set forth in equity investment contemplated by the Commitment ArrangementsLetters. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to To Buyer’s Knowledge, as of the date hereof. Assuming the satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer is not aware of any fact or occurrence thatno 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 Commitment Arrangement Letters, and as of the date hereof, Buyer has no reason to believe that it or any other party thereto will not be able unable to satisfy on a timely basis any term or condition that is required of closing to be satisfied as a condition pursuant to the availability Commitment Letters. Buyer or funding of an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the full amount of Debt Commitment Letters to be paid by the Financing, or that the Financing will not be made available to Buyer on the Closing Date. Each of Buyer and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebydate hereof.

Financial Capacity. Assuming (a) that the parties to each Buyer has provided Seller with true and complete copies of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant equity commitment letter (the “Equity Commitment Letter”) from Welsh Xxxxxx Xxxxxxxx & Xxxxx XII, L.P. and Select Medical Corporation (the “Equity Investors”) to Section 1.4provide to Buyer (directly or indirectly), including amounts owing pursuant subject to the outstanding terms and conditions thereof, equity financing in the aggregate amount of Repaid Debt and set forth therein (the Company Transaction Expenses, “Equity Financing”) and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder))letters, dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer hereof (such debt commitment letter and fee letterletters, together with all exhibits, schedules, annexes and term sheets exhibits attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letters” and together with the Equity Commitment Letter, the “Financing Letters”)) from JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC (collectively, the “Commitment Parties”) pursuant to which the Debt Financing Sources party thereto Commitment Parties have committed agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein on for the terms purposes of financing the Contemplated Transactions, related fees and subject expenses to be incurred by Buyer in connection therewith and for the conditions other purposes set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) ” and (ii) equity commitment and investment agreement, dated as of the date hereof, between Green Equity Investors VII, L.P., a Delaware limited partnership and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”), pursuant to which the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The None of the Equity Commitment Arrangements Letter or the Debt Commitment Letters have not been amended, supplemented amended or modified in any manner in contravention prior to the date hereof, and, as of the date of this Agreement, other than amendments or modifications with respect to the Debt Commitment Letters solely to add lenders, lead arrangers, bookrunners, syndication agents and as of the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn similar entities, no such amendment or rescinded in any respectmodification is contemplated. As of the date hereofof this Agreement, the Commitment Arrangements are each such Financing Letter is in full force and effect and each effect, constitutes the legal, valid and binding obligation of Buyer and, in to the case Knowledge of the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against in each such Person case in accordance with its terms, their terms and except to the extent that enforceability thereof may be as limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium and conveyance or other similar Laws affecting the enforcement of relating to creditors’ rights generally and by (y) general principles of equity. Other than , whether such enforceability is considered in a proceeding in equity or at law, and the Commitment Arrangementsrespective commitments contained therein have not been withdrawn or rescinded in any respect, and there are no other agreements, side letters or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition conditions precedent or other contingency related contingencies relating to the funding of the full amount of the proceeds covered thereby, except as stated therein. There are no side letters or other contracts or arrangements (except for customary fee letters, true and complete copies of which have been provided to Seller, with only fee amounts and certain other terms that would not reduce the aggregate amount or affect the conditionality of the Debt Financing redacted, and other than customary engagement letters and fee credit letters, none of which affect the amount or conditionality of the Debt Financing, ) related to the funding of the financing contemplated pursuant to the Debt Commitment Letters other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter Letters furnished pursuant to be paid by it on or prior to the date hereofthis Section 5.6. Assuming (1) the satisfaction of the conditions precedent to Buyer’s obligations hereunderin Section 7.1 hereof and Section 7.3 hereof, and (2) completion of the Marketing Period, Buyer is not aware will have at the Closing sufficient funds to consummate the Contemplated Transactions, to perform its obligations hereunder (including all payments to be made by it in connection herewith) and to pay all expenses of any fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement Buyer related to this Agreement and the Contemplated Transactions. Buyer has no reason to believe that it will not be able to satisfy any term or condition that is required to be satisfied as a condition to the availability or funding of Financing set forth in the full amount of the Financing, Financing Letters will not be fully satisfied on a timely basis or that the Financing will not be made available to the Buyer at the Closing, including any reason to believe on the Closing Datedate of this Agreement that any of the Commitment Parties will not perform their respective funding obligations under the Financing Letters in accordance with their respective terms and conditions. Each For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Buyer and Merger Sub affirms that it is not (including the Debt Financing) be a condition to any of the Closing that obligations of Buyer obtain the Financing or any other financing for the transactions contemplated herebyhereunder.

Financial Capacity. Assuming Holdings has provided Seller with a true and complete copy of (a) that the parties to each of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and (b) satisfaction of the conditions precedent to Buyer’s obligations hereunder, Buyer shall have at the Closing sufficient cash, available lines of credit and other sources of immediately available funds to make payment of all amounts to be paid by it in order to consummate all of the transactions contemplated hereunder on the Closing Date, including (i) the amounts payable pursuant to Section 1.4, including amounts owing pursuant to the outstanding amount of Repaid Debt and the Company Transaction Expenses, and (ii) all of the out-of-pocket costs of Buyer arising from the consummation of the transactions and any fees incurred in connection with the Financing (the foregoing amounts, collectively, the “Required Closing Amount”). Buyer has provided to the Company a true, complete and accurate copy of the fully executed (i) debt commitment letter, together with the related fee letter (subject to customary redactions of the fee amounts and other economic terms therein (provided that such redactions do not include, for the avoidance of doubt, any terms that would adversely affect the conditionality or availability of the Debt Financing, and none of the redacted provisions would allow the Debt Financing Sources to reduce the amount of funding to be provided under the Debt Commitment Letter (or the definitive documentation entered into pursuant thereto) or change the conditions on which such funding is available if in any such case such change would reasonably be expected to prevent, materially delay or impede the consummation of the Debt Financing thereunder)), dated as of the date hereof, between the lenders party thereto (including any lender who becomes party thereto by joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources”) and Buyer this Agreement (such debt commitment letter and fee letter, together with all exhibits, schedules, annexes and term sheets exhibits attached thereto, and, to the extent otherwise in accordance with the terms hereof, supplements and amendments thereto, the “Debt Commitment Letter”)) from JPMorgan Chase Bank, N.A. (the “Commitment Party”) pursuant to which the Debt Financing Sources party thereto have committed Commitment Party has agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein on for the terms purposes of financing the Contemplated Transactions, related fees and subject expenses to be incurred by Holdings, Newco or Buyer in connection therewith and for the conditions other purposes set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (iib) equity commitment the associated fee letters (subject to redaction of fee amounts and investment agreement, dated as certain other terms that would not reduce the aggregate amount or affect the conditionality of the Debt Financing) (the “Fee Letters”). None of the Debt Commitment Letter have been amended or modified prior to the date hereof. As of the date hereofof this Agreement, between Green Equity Investors VII(i) each Debt Commitment Letter is in full force and effect, L.P., a Delaware limited partnership constitutes the valid and Green Equity Investors Side VII, L.P., a Delaware limited partnership (the “Equity Financing Sources”), and Parent Guarantor (together with all exhibits, schedules, annexes binding obligation of Buyer and, to the extent otherwise Knowledge of Buyer, each of the other parties thereto, in each case in accordance with the their terms hereof(except as limited by (x) bankruptcy, supplements insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and amendments thereto, the “Equity Commitment Arrangements” and, together with the Debt Commitment Letter, the “Commitment Arrangements”(y) general principles of equity), pursuant to which (ii) the Equity Financing Sources agreed to invest the amounts set forth therein on the terms and subject to the conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Commitment Arrangements have not been amended, supplemented or modified in any manner in contravention of this Agreement, and as of the date hereof the respective commitments contained in the Commitment Arrangements therein have not been withdrawn or rescinded in any respect. As , and (iii) there are no conditions precedent or other contingencies relating to the funding of the date hereoffull amount of the proceeds covered thereby, the Commitment Arrangements are in full force and effect and each constitutes the legal, valid and binding obligation of Buyer and, except as stated in the case of Debt Commitment Letter and the Equity Commitment Arrangements, Parent Guarantor and, to Buyer’s knowledge, each of the other parties thereto, enforceable against each such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equityFee Letters. Other than the Debt Commitment ArrangementsLetter and the Fee Letters, there are no other agreements, side letters or other contracts or arrangements relating to the amount, conditionality, availability or termination of the Financing. There is no condition setting forth conditions precedent or other contingency contingencies related to the funding of the full amount of the FinancingDebt Financing to which Buyer or any of its Affiliates are a party. As of the date of this Agreement, there are no conditions precedent or other contingencies related to the funding of the Debt Financing other than as expressly set forth in the Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to and the date hereofFee Letters. Assuming (1) the satisfaction of the conditions precedent to Buyer’s obligations hereunderin Section 7.1 hereof and Section 7.3 hereof, and (2) completion of the Marketing Period, Buyer is not aware will have at the Closing sufficient funds to consummate the Contemplated Transactions, to perform its obligations hereunder (including all payments to be made by it in connection herewith) and to pay all expenses of any fact or occurrence thatBuyer related to this Agreement and the Contemplated Transactions. As of the date of this Agreement, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement and Buyer has no reason to believe that it will not be able unable to satisfy any term or condition that is required to be satisfied as a condition to the availability or funding of Debt Financing set forth in the full amount of the Financing, Debt Commitment Letter on a timely basis or that the Debt Financing will not be made available to the Buyer at the Closing, including any reason to believe on the Closing Date. Each date of Buyer this Agreement that the Commitment Party will not perform its funding obligations under the Debt Commitment Letter in accordance with their respective terms and Merger Sub affirms that it is not a condition to the Closing that Buyer obtain the Financing or any other financing for the transactions contemplated herebyconditions.