Common use of Financing; Guarantee Clause in Contracts

Financing; Guarantee. (a) Concurrently with the execution and delivery of this Agreement, Parent has provided to the Company true, complete and correct copies of the fully executed equity commitment letters, dated as of the date hereof, between Parent and each of the Equity Financing Parties (the “Equity Commitment Letters”), pursuant to which the investor parties thereto (the “Equity Financing Parties”) have committed, subject to the terms and conditions set forth therein, to invest in Parent the cash amounts set forth therein for the purpose of financing the Transactions (the “Equity Financing”). The Equity Commitment Letters provide that (a) the Company is a third-party beneficiary thereof in connection with the Company’s exercise of its rights under Section 7.8 and (b) subject in all respects to Section 7.8, Parent and the Equity Financing Parties will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary right. (b) Each Equity Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Parent and the Equity Financing Parties, as applicable, and is enforceable against Parent and the Equity Financing Parties, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. As of the date hereof, (i) the Equity Commitment Letters and the terms of the Equity Financing have not been amended or modified, (ii) no such amendment or modification is contemplated, and the financing commitments thereunder have not been withdrawn, terminated or rescinded in any respect, (iii) the respective commitments contained therein have not been withdrawn, terminated or rescinded in any respect and (iv) no such withdrawal, termination or rescission is contemplated. As of the date hereof, there are no side letters, other Contracts, arrangements or understandings (written or oral) related to the funding or investing, as applicable, of the Equity Financing other than as expressly set forth in the Equity Commitment Letters delivered to the Company prior to the date hereof. Parent or its Affiliates have fully paid any and all commitment fees or other fees or expenses in connection with the Equity Commitment Letters that are payable on or prior to the date hereof. As of the date of this Agreement, there are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letters. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 5.1 and Section 5.2, no event has occurred and no circumstances exist which, with or without notice, lapse of time or both, would or would reasonably be expected (i) to constitute a default or breach on the part of Parent or, to the knowledge of Parent, any other party thereto under the Equity Commitment Letter, (ii) make any of the assumptions or any of the statements or representations of Parent or, to the knowledge of Parent, any other Party thereto set forth in the Equity Commitment Letters not being satisfied on a timely basis, or (iii) otherwise result in any portion of the Equity Financing not being available in accordance with the terms of the Equity Commitment Letters. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 5.1 and Section 5.2, Parent has no reason to believe that (i) any of the conditions to the Equity Financing contemplated by the Equity Commitment Letters will not be satisfied, (ii) the Equity Financing will not be available at the Closing or (iii) any condition to the Closing will not be satisfied. (c) Concurrently with the execution and delivery of this Agreement, ▇▇▇▇▇▇ has delivered to the Company duly executed Guarantees, pursuant to which the Equity Financing Parties are guaranteeing certain obligations of Parent in connection with this Agreement. As of the date hereof, the Guarantees are in full force and effect and constitute the legal, valid and binding obligation of the Equity Financing Party who executed such Guarantee and, assuming compliance by the Company with it representations, warranties and obligations pursuant to this Agreement and in the Guarantees, no event of has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of such Equity Financing Party under its Guarantee. (d) For the avoidance of doubt, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’ or any other Person’s ability to obtain any financing, including the Equity Financing, for the consummation of the transactions contemplated hereby.

Financing; Guarantee. (a) Concurrently with the execution and delivery of this Agreement, Parent The Purchaser has provided to the Company Seller with true, accurate and complete and correct copies of an executed debt commitment letter and related term sheets excluding any details on any fees or interest rate terms payable by the fully executed equity commitment letters, dated as of the date hereof, between Parent and each of the Equity Purchaser (“Financing Parties Commitment”) from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (the “Equity Commitment LettersLender”), ) pursuant to which the investor parties thereto (the “Equity Financing Parties”) have committedwhich, and subject to the terms and conditions set forth of which, the Lender has committed to provide the Purchaser with loans in the amounts described therein, the proceeds of which may be used to invest in Parent consummate the cash amounts set forth therein for the purpose of financing the Transactions transactions contemplated by this Agreement (the “Equity Financing”). The Equity Financing Commitment Letters provide that (a) the Company is a third-party beneficiary thereof in connection with legal, valid and binding obligation of the Company’s exercise of its rights under Section 7.8 and (b) subject in all respects to Section 7.8, Parent Purchaser and the Equity other parties thereto. The Financing Parties will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary right. (b) Each Equity Commitment Letter is in full force and effect and constitutes the legaleffect, valid and binding obligations of Parent and the Equity Financing PartiesCommitment has not been withdrawn, as applicablerescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is enforceable against Parent contemplated. The Purchaser is not in breach of any of the terms or conditions set forth in the Financing Commitment, and the Equity Financing Partiesno event has occurred which, as applicablewith or without notice, in accordance with its termslapse of time or both, subject could reasonably be expected to the Bankruptcy and Equity Exceptionsconstitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, the Purchaser is not aware of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, could reasonably be expected to (iA) the Equity Commitment Letters and the terms make any of the Equity assumptions or any of the statements set forth in the Financing have not been amended or modifiedCommitment inaccurate, (iiB) no such amendment or modification is contemplated, and the financing commitments thereunder have not been withdrawn, terminated or rescinded result in any respectof the conditions in the Financing Commitment not being satisfied, (iiiC) cause the respective commitments contained therein have Financing Commitment to be ineffective or (D) otherwise result in the Financing not been withdrawn, terminated or rescinded being available on a timely basis in any respect and (iv) no such withdrawal, termination or rescission is contemplatedorder to consummate the transactions contemplated by this Agreement. As of the date hereof, there the Lender has not notified the Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. The net proceeds from the Financing will be sufficient to consummate the transactions contemplated by this Agreement and to pay any fees and expenses of or payable by the Purchaser in connection therewith. The Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other Contracts, agreements or arrangements or understandings (written or oral) related relating to the funding Financing to which the Purchaser or investing, as applicable, any of the Equity Financing other than as expressly set forth in the Equity Commitment Letters delivered to the Company prior to the date hereof. Parent or its Affiliates have fully paid any and all commitment fees or other fees or expenses in connection with the Equity Commitment Letters that are payable on or prior to the date hereofa party. As of the date of this Agreement, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity FinancingFinancing or the conditions precedent thereto, other than as expressly set forth in the Equity Financing Commitment Letters(the “Disclosed Conditions”). As No Person has any right to impose, and none of the date of this AgreementLender or the Purchaser has any obligation to accept, assuming any condition precedent to such funding other than the satisfaction of Disclosed Conditions nor any reduction to the conditions set forth in Section 5.1 and Section 5.2, no event has occurred and no circumstances exist which, with or without notice, lapse of time or both, would or would reasonably be expected (i) to constitute a default or breach aggregate amount available under the Financing Commitment on the part Closing Date (nor any term or condition which would have the effect of Parent or, to reducing the knowledge of Parent, any other party thereto aggregate amount available under the Equity Financing Commitment Letter, (ii) make any of on the assumptions or any of the statements or representations of Parent or, to the knowledge of Parent, any other Party thereto set forth in the Equity Commitment Letters not being satisfied on a timely basis, or (iii) otherwise result in any portion of the Equity Financing not being available in accordance with the terms of the Equity Commitment LettersClosing Date). As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 5.1 and Section 5.2, Parent The Purchaser has no reason to believe that (i) it will be unable to satisfy on a timely basis any of the conditions to the Equity Financing contemplated by funding of the Equity Commitment Letters will not be satisfiedfull amount of the Financing, (ii) or that the Equity Financing will not be available at to the Purchaser on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for the Purchaser to obtain the Financing or any alternative financing. (b) If the Purchaser secures alternative funding arrangements with another party or parties (the “New Lender”) prior to Closing (the “New Financing”), it may provide the Seller with true, accurate and complete copies of the executed debt commitment letter and related term sheets (the “New Financing Commitment”) in respect of such New Financing, and if the Seller is satisfied (acting reasonably) with the New Financing, the New Financing Commitment and the New Lender and communicates such satisfaction to the Purchaser (in writing), then from the time of that written communication a reference in this Agreement to: (i) the “Lender” will be deemed to be a reference to the “New Lender”; (ii) the “Financing” will be deemed to be a reference to the “New Financing”; and (iii) any condition the “Financing Commitment” will be deemed to be a reference to the Closing will not be satisfied“New Financing Commitment”. (c) Concurrently with the execution and delivery of this Agreement, ▇▇▇▇▇▇ has delivered to the Company duly executed Guarantees, pursuant to which the Equity Financing Parties are guaranteeing certain obligations of Parent in connection with this Agreement. As of the date hereof, the Guarantees are in full force and effect and constitute the legal, valid and binding obligation of the Equity Financing Party who executed such Guarantee and, assuming compliance by the Company with it representations, warranties and obligations pursuant to this Agreement and in the Guarantees, no event of has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of such Equity Financing Party under its Guarantee. (d) For the avoidance of doubt, and without limitation, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’ or any other Person’s ability to obtain any financing, including parties agree that the Equity Financing, Seller would be acting reasonably for the consummation purposes of clause 4.5(b) if the transactions contemplated herebySeller was not satisfied with New Financing on the basis that the New Financing would cause a delay to Closing.