Common use of Financial Capacity Clause in Contracts

Financial Capacity. (a) Arion has delivered to Sphinx a true, accurate and complete copy of (i) the executed commitment letter, dated as of the Agreement Date, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Financing Sources have committed to lend the amounts set forth therein to 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) the consummation of the Debt Financing, (ii) 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 (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 October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility).

Financial Capacity. (a) Arion has delivered At or prior to Sphinx a the Closing, Buyer will have, pursuant to the Commitment Letters and/or any Substitute Financing, sufficient cash, available lines of credit or other sources of immediately available funds to pay in cash the Merger Consideration in accordance with the terms of Article III and any other amounts to be paid by it hereunder. Attached hereto as Exhibit B are true, accurate correct and complete copy signed counterpart(s) of (i) the executed commitment letterletter(s), dated as of the Agreement Datedate hereof, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions providing for debt financing in respect of which, the Debt Financing Sources have committed to lend the amounts set forth therein to Arion for the purpose of funding the transactions contemplated by this Agreement (such committed financingthe “Debt Commitment Letters”) and (ii) the commitment letter(s), dated as of the date hereof, pursuant to which Affiliates of Buyer have agreed with Buyer to make an equity investment in Buyer (the “Equity Commitment Letters” and together with, unless with the context otherwise requires, any debt securities issued in lieu thereofDebt Commitment Letters, the “Debt FinancingCommitment Letters”). In addition, as which debt financing contemplated by the Debt Commitment Letters, when taken together with the amount of immediately prior equity capital to be provided pursuant to the Closing and before giving effect to the consummation of the Debt FinancingEquity Commitment Letters, Arion Opco shall have at least $25,000,000 of Arion Cash, as well as an amount of Arion Cash will be sufficient to make pay the Merger Consideration, all Affiliate Payments other amounts to be paid by Buyer hereunder and Arion Transaction Expenses (other than financing fees, borrowing costs or similar all expenses of Buyer incurred in connection with the Debt Financing); provided that such amounts shall not be proceeds from consummation of the revolving credit facility under Arion Existing Indebtednesstransactions contemplated hereby. As of immediately after the Closingdate hereof, the Commitment Letters, in the form so delivered, are valid and after giving 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 are not subject to (i) any contingencies or conditions that are not set forth in the consummation copies of the Debt FinancingCommitment Letters attached hereto as Exhibit B, (ii) the prepayment of the Arion Existing Indebtedness outstanding as of immediately prior to the Closing Date (the “Prepayment”), (iii) except for the payment of customary fees. Other than the Commitment Letters, Buyer has not entered into any Arion Transaction Expenses and agreement pursuant to which any Person (ivother than the Parties thereto) has the right to modify or amend the terms of the Commitment Letters. To Buyer’s Knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under any payments by Arion term or its Subsidiaries condition of the Commitment Letters, or would result in a party thereto being unable to satisfy on a timely basis any term or condition of its Affiliates owing as of or in connection with the Closing (closing to be satisfied pursuant 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 October 4, 2015, entered into Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following Commitment Letters to be paid by the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility)date hereof.

Financial Capacity. (a) Arion As of the date of this Agreement, Xxxxxx has delivered to Sphinx the Company a true, accurate true and complete copy of (ia) 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 Company is an express third party beneficiary thereto and (b) the executed Debt Commitment Letter and the 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 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 letteror 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, dated in each case, other than the 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 Agreement Datedate of this Agreement, by and among Arion and the aggregate proceeds of the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Financing Sources have committed to lend the amounts set forth therein to 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 both 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 the exercise of any or all “market flex” provisions related thereto) and the Equity Financing will be sufficient to finance (i) the consummation payment of the Debt Financingaggregate 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 prepayment repayment or refinancing of the Arion Existing Indebtedness Company’s outstanding as of immediately prior to the Closing Date (the “Prepayment”), debt facilities and (iii) the payment of all fees and expenses, in the case of each of clauses (i) through (iii), to the extent required to be paid by Parent or Merger Sub on the Closing Date in connection with consummation of the Transactions (the minimum amount sufficient to finance such payments, the “Required Amount”). As of the date of this Agreement, the commitments contained in the Commitment Letters have not been withdrawn or rescinded in any Arion Transaction Expenses respect. As of the date of this Agreement, the Commitment Letters are in full force and effect and represent valid, binding and enforceable obligations (ivsubject to the Enforceability Exceptions) of Parent and, to the Knowledge of Parent, each other party thereto to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions. Parent has fully paid (or caused to be paid) any payments by Arion and all commitment fees and other amounts that are due and payable on or its Subsidiaries prior to any the date of its Affiliates owing as of or this Agreement in connection with the Closing (Financing. Assuming performance by the Company and its Affiliates of their respective obligations under this Agreement, as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or, to the extent not irrevocably waived)Knowledge of Parent, including the advisory service fee (if any) pursuant to Section 4(b) of that certain Advisory Services Agreement, dated as of October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “Post-Closing Operating Cash”); provided that at least $25,000,000 any other party thereto under any term of the Post-Closing Operating Cash shall not be from proceeds of the Debt FinancingCommitment Letters. As of immediately following the Closingdate of this Agreement, ArionParent 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, Arion Opco 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 (ii) the Financing will not be made available to Parent on the Closing Date. Parent and its Xxxxxx Sub expressly agree and acknowledge that their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (obligations hereunder, including Xxxxxx’s and Merger Sub’s obligations to consummate the Merger, are not taking into account subject to, or conditioned on, Parent’s or Merger Sub’s consummation of any undrawn capacity under financing arrangements, Parent’s or Merger Sub’s obtaining of any revolving credit facility)financing or the availability, grant, provision or extension of any financing to Parent or Merger.

Financial Capacity. (a) Arion Buyer has delivered to Sphinx a true, accurate provided Seller with true and complete copy copies of (i) the executed equity commitment letter, dated as of the Agreement Date, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto letter (the “Debt Financing CommitmentEquity Commitment Letter”) from Welsh Xxxxxx Xxxxxxxx & Xxxxx XII, L.P. and Select Medical Corporation (the “Equity Investors”) to provide to Buyer (directly or indirectly), pursuant to which, and subject to the terms and conditions thereof, equity financing in the aggregate amount set forth therein (the “Equity Financing”) and (ii) the debt commitment letters, dated as of whichthe date hereof (such letters, together with all annexes and exhibits attached thereto, the “Debt Commitment Letters” and together with the Equity Commitment Letter, the “Financing Sources Letters”) from JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC (collectively, the “Commitment Parties”) pursuant to which the Commitment Parties have committed agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Arion for the purpose purposes of funding financing the transactions contemplated Contemplated Transactions, related fees and expenses to be incurred by this Agreement Buyer in connection therewith and for the other purposes set forth therein (such committed financing, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing” and together with the Equity Financing the “Financing”). In additionNone of the Equity Commitment Letter or the Debt Commitment Letters have been amended or modified prior to the date hereof, and, as of immediately prior the date of this Agreement, other than amendments or modifications with respect to the Closing Debt Commitment Letters solely to add lenders, lead arrangers, bookrunners, syndication agents and before giving effect similar entities, no such amendment or modification is contemplated. As of the date of this Agreement, each such Financing Letter is in full force and effect, constitutes the legal, valid and binding obligation of Buyer and, to the consummation Knowledge of Buyer, each of the other parties thereto, in each case in accordance with their terms and except as limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (y) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law, and the respective commitments contained therein have not been withdrawn or rescinded in any respect, and there are no conditions precedent or other 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 Debt Commitment Letters furnished pursuant to this Section 5.6. Assuming (1) the satisfaction of the conditions in Section 7.1 hereof and Section 7.3 hereof, Arion Opco shall and (2) completion of the Marketing Period, Buyer will have at least $25,000,000 of Arion Cashthe Closing sufficient funds to consummate the Contemplated Transactions, as well as an amount of Arion Cash sufficient to make perform its obligations hereunder (including all Affiliate Payments and Arion Transaction Expenses (other than financing fees, borrowing costs or similar expenses incurred payments to be made by it in connection herewith) and to pay all expenses of Buyer related to this Agreement and the Contemplated Transactions. Buyer has no reason to believe that any term or condition to the Financing set forth in the Financing Letters will not be fully satisfied on a timely basis or that the Financing will not be available to the Buyer at the Closing, including any reason to believe on the date 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. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Buyer (including 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) the consummation of the Debt Financing, (ii) 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 (iv) any payments by Arion or its Subsidiaries a condition to any of its Affiliates owing as the obligations 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 October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility)Buyer hereunder.

Financial Capacity. (a) Arion Buyer has delivered to Sphinx Seller a true, accurate correct and complete copy of (i) the executed commitment letterEquity Commitment Letter from Sponsor to invest, dated as of the Agreement Date, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of whichtherein, cash in the Debt Financing Sources have committed to lend the amounts aggregate amount set forth therein to Arion (the “Equity Financing”) for the purpose of funding 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 (i) the Equity Financing is funded in accordance with the Equity Commitment Letter and (ii) the performance by Seller of its obligations hereunder, as of the date hereof, the net proceeds contemplated by the Equity Commitment Letter will be sufficient to fund the payment by Buyer of the Required Amount. The Equity Commitment 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 no such amendment or modification is contemplated. The Equity Commitment Letter is a legal, valid and binding obligation of Buyer and the other parties thereto, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies, and general principles of equity. 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 Letter by any of the parties thereto; provided that Buyer is not making any representation or warranty regarding the accuracy of the representations and warranties in Article 3. Buyer has fully paid any and all commitment fees or other fees required by the Equity Commitment Letter to be paid on or 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 (such committed financingat Closing and the payment of all associated costs and expenses to be paid by Buyer at Closing. As of the date hereof, together with, unless Xxxxx does not have any reason to believe that any of the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”). In addition, as of immediately prior conditions to the Equity Financing will not be satisfied or that the Equity Financing will not be available to Buyer on 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)Date; provided that such amounts shall Buyer is not be proceeds from making any representation regarding the revolving credit facility under Arion Existing Indebtedness. As of immediately after the Closing, and after giving effect to (i) the consummation accuracy of the Debt Financing, (ii) representations and warranties set forth in Article 3 or compliance by Seller and the prepayment Acquired Entities with their obligations hereunder. The Equity Commitment Letter contains all of the Arion Existing Indebtedness outstanding as of immediately prior conditions precedent to the Closing Date (obligations of the “Prepayment”)parties thereunder to make the Equity Financing available to Buyer on the terms therein and, (iii) except as set forth in the payment Equity Commitment Letter, there are no contingencies that would permit the parties thereunder to reduce the total amount of any Arion Transaction Expenses and (iv) any payments by Arion the Equity Financing. There are no side letters or its Subsidiaries other agreements or arrangements to which Buyer or any of its Affiliates owing is a party related to the funding or investing, as applicable, other than (i) as expressly set forth in the Equity Commitment Letter or (ii) any such side letters, agreements or arrangements that would not adversely affect the availability of or in connection with the Equity Financing on 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 October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility)Date.

Financial Capacity. 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) Arion has delivered 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 “Commitment Lenders”) to Sphinx a true, accurate and complete copy of (i) provide to the executed commitment letter, dated as of the Agreement Date, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto 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 Letters has been validly authorized, executed and delivered by each of the Purchaser and, to Purchaser’s Knowledge, the Commitment Lenders, is in full force and effect and is a legal, valid and binding obligation of the Purchaser and the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment”)other than as specifically set forth in the Debt Commitment Letters. 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 Letter, and the Purchaser has no reason to believe that any of the conditions to the Financing will not be satisfied on a timely basis or that the Financing will not be available on the terms set forth in the Debt Commitment Letters. The Purchaser has fully paid any and 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 Date Payment and to pay any other amounts payable pursuant to which, this Agreement and subject to the terms and conditions of which, the Debt Financing Sources have committed to lend the amounts set forth therein to Arion for the purpose of funding effect the transactions contemplated by this Agreement (such committed financinghereby, together with, unless absent the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”). In addition, as existence of immediately prior to the Closing and before giving effect to the consummation of the Debt Financing, Arion Opco shall have a Financing Failure 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) the consummation of the Debt Financing, (ii) 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 (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 October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility).

Financial Capacity. Assuming (a) Arion has delivered that the parties to Sphinx a trueeach of the Debt Commitment Letter and the Equity Commitment Arrangements (in each case other than Buyer and, accurate in the case of the Equity Commitment Arrangements, Parent Guarantor) perform their respective obligations in accordance with the terms thereof and complete copy (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 Agreement Datedate hereof, between the lenders party thereto (including any lender who becomes party thereto by and among Arion and joinder in accordance with the terms of such debt commitment letter, collectively, the “Debt Financing Sources party theretoSources”) and Buyer (such debt commitment letter and fee letter, including 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 (thereto, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, and subject to the terms and conditions of which, which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein on the terms and subject to Arion the conditions set forth therein 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) and (ii) equity commitment and investment agreement, dated as of immediately prior 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 Closing extent otherwise in accordance with the terms hereof, supplements and before giving effect 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 consummation conditions set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing” and, together with the Debt Financing, Arion Opco shall the “Financing”). The Commitment Arrangements have at least $25,000,000 not been amended, supplemented or modified in any manner in contravention of Arion Cashthis Agreement, and as well as an amount of Arion Cash sufficient to make all Affiliate Payments and Arion Transaction Expenses (other than financing fees, borrowing costs the date hereof the commitments contained in the Commitment Arrangements have not been withdrawn or similar expenses incurred rescinded in connection with the Debt Financing); provided that such amounts shall not be proceeds from the revolving credit facility under Arion Existing Indebtednessany respect. As of immediately after the Closingdate hereof, the Commitment Arrangements are in full force and after giving effect to (i) and each constitutes the consummation legal, valid and binding obligation of Buyer and, in the case of the Debt 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, (ii) other than as expressly set forth in the prepayment of Commitment Arrangements. Buyer has fully paid any and all commitment fees or other fees required by the Arion Existing Indebtedness outstanding as of immediately Debt Commitment Letter to be paid by it on or prior to the Closing Date (date hereof. Assuming the “Prepayment”)satisfaction of the conditions precedent to Buyer’s obligations hereunder, (iii) the payment Buyer is not aware of any Arion Transaction Expenses fact or occurrence that, with or without notice, lapse of time or both, would constitute a default or breach under any Commitment Arrangement and (iv) has no reason to believe that it will not be able to satisfy any payments by Arion term or its Subsidiaries condition that is required to any be satisfied as a condition to the availability or funding of its Affiliates owing as the full amount of the Financing, or in connection with 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 extent not irrevocably waived), including Closing that Buyer obtain the advisory service fee (if any) pursuant to Section 4(b) of that certain Advisory Services Agreement, dated as of October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (Financing or any other financing for the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility)transactions contemplated hereby.

Financial Capacity. (a) Arion Buyer has received and delivered to Sphinx the Parent a true, accurate correct and complete copy of (i) the executed debt commitment letter, letter addressed to Buyer dated as of the date of this Agreement Datefrom Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. (as the same may be amended or replaced and including any executed commitment letter (or similar agreement) for any alternative financing, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing CommitmentCommitment Letter”), ) pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Financing Sources lenders party thereto have committed to lend the amounts set forth provide or cause to be provided debt financing as described therein to Arion for the purpose of funding the transactions contemplated by this Agreement (such committed financing, together with, unless and/or the context otherwise requires, any debt securities contemplated to be issued in an offering or exchange in lieu thereof, the “Debt Financing”). In additionThe Debt Commitment Letter is a legal, valid and binding obligation of the parties thereto in accordance with the terms and conditions thereof, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) general principles of equity, whether considered in a proceeding at law or in equity. As of the date hereof, the Debt Commitment Letter is in full force and effect and 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 Debt Commitment Letter, together with other immediately available cash resources of Buyer, will in the 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 Debt Financing Sources to fund the commitments under the Debt Commitment Letter are not subject to any conditions precedent or other contingencies except as set forth in the Debt Commitment Letter, 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 immediately 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 paid any and all commitment and other fees that are due and payable on or prior to the Closing and before giving effect to the consummation date 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 this Agreement 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) the consummation of the Debt Financing, (ii) 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 (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 October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility)Commitment Letter.

Financial Capacity. (a) Arion Parent has delivered to Sphinx the Company a true, accurate 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) the payment of the aggregate Merger Consideration and Vested RSU Consideration to which holders of Company Common Stock and Company RSU Awards will be entitled at the 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 connection 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 extent required to be paid by Parent or Merger Sub in cash at the Closing Date in connection with the consummation of the Transactions. As of the date of this Agreement, (i) the executed commitment letter, dated as of commitments contained in the Agreement Date, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to whichEquity Commitment Letter have not been withdrawn or rescinded in any respect, and subject to the terms and conditions of which, the Debt Financing Sources have committed to lend the amounts set forth therein to 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) the consummation of the Debt Financing, (ii) the prepayment Equity Commitment Letter is in full force and effect and represents 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 Arion Existing Indebtedness outstanding Financing Conditions. Assuming performance by the Company and its Affiliates of their respective obligations under this Agreement, as of immediately prior to the Closing Date (the “Prepayment”), (iii) the payment date of any Arion Transaction Expenses and (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 this Agreement, dated as no event has occurred which, with or without notice, lapse of October 4time or both, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (would constitute a material breach or default on the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 part of Arion Cash available and freely usable (the “Post-Closing Operating Cash”); provided that at least $25,000,000 Parent or any other party thereto under any term of the Post-Closing Operating Cash shall not Equity Commitment Letter which would reasonably be from proceeds of expected to materially impair or adversely affect the Debt Equity Financing. As of immediately following the Closingdate of this Agreement, ArionParent has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Equity Commitment Letter. As of the date of this Agreement, Arion Opco except as set forth in the Equity Commitment Letter, there are no conditions precedent or other contingencies related to the funding of the full amount of the Equity 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 (ii) the Equity Financing will not be made available to Parent on the Closing Date. Parent and its Xxxxxx Sub expressly agree and acknowledge that their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (obligations hereunder, including Xxxxxx’s and Xxxxxx Sub’s obligations to consummate the Merger, are not taking into account any undrawn capacity under any revolving credit facility)subject to, or conditioned on, Parent’s or Merger Sub’s receipt of financing.

Financial Capacity. At or prior to the Closing, Buyer will have, pursuant to the Commitment Letters and/or any Substitute Financing, sufficient cash, available lines of credit or other sources of immediately available funds to pay in cash the Merger Consideration in accordance with the terms of Article IV and any other amounts to be paid by it hereunder. Attached hereto as Exhibit B are true, correct and complete signed counterpart(s) of (a) Arion has delivered to Sphinx a true, accurate and complete copy of (i) the executed commitment letterletter(s), dated as of the Agreement Datedate hereof, by and among Arion and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions providing for debt financing in respect of which, the Debt Financing Sources have committed to lend the amounts set forth therein to Arion for the purpose of funding the transactions contemplated by this Agreement (the “Debt Commitment Letters”) and (b) the commitment letter(s), dated as of the date hereof, pursuant to which Affiliates of Buyer have agreed with the parent company of Buyer to make an equity investment in such committed financing, parent company in connection with the transactions contemplated hereby (the “Equity Commitment Letter” and together with, unless with the context otherwise requires, any debt securities issued in lieu thereofDebt Commitment Letters, the “Debt FinancingCommitment Letters”). In addition, as which debt financing contemplated by the Debt Commitment Letters, when taken together with the amount of immediately prior equity capital to be provided pursuant to the Closing and before giving effect to the consummation of the Debt FinancingEquity Commitment Letter, Arion Opco shall have at least $25,000,000 of Arion Cash, as well as an amount of Arion Cash will be sufficient to make pay the Merger Consideration, all Affiliate Payments other amounts to be paid by Buyer hereunder and Arion Transaction Expenses (other than financing fees, borrowing costs or similar all expenses of Buyer incurred in connection with the Debt Financing); provided that such amounts shall not be proceeds from consummation of the revolving credit facility under Arion Existing Indebtednesstransactions contemplated hereby. As of immediately after the Closingdate hereof, the Commitment Letters are in full force and effect, are, as of the date hereof, valid and binding obligations of each of the parties thereto and are not subject to any contingencies or conditions that are not set forth in the copies of the Commitment Letters attached hereto as Exhibit B. Other than the Commitment Letters, Buyer and its parent company have not entered into any agreement pursuant to which any Person has the right to modify or amend the terms of the debt financing or equity investment contemplated by the Commitment Letters. To Buyer’s Knowledge, as of the date hereof, no 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 Letters, and after giving effect to (i) the consummation as of the Debt Financingdate hereof, (ii) the prepayment Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term or condition of the Arion Existing Indebtedness outstanding as of immediately prior closing to be satisfied pursuant to the Closing Date (the “Prepayment”), (iii) the payment of Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any Arion Transaction Expenses and (iv) any payments all commitment or other fees required 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 October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following Commitment Letters to be paid by the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility)date hereof.

Financial Capacity. (a) Arion As of the date hereof, Xxxxxx has delivered to Sphinx the Company a true, accurate true and complete copy of the executed Credit Agreement and any fee letters or ancillary agreements entered into in connection therewith (with fee amounts, economic terms and any other provision thereof to be redacted in a customary manner as may be required by 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 the Credit Agreement and assuming satisfaction of all of the conditions to Closing set forth in Article VI, the aggregate proceeds of the Debt Financing, along with the Company Cash on Hand, will be sufficient to fund (i) the executed commitment letter, dated as 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 this Agreement Datein respect of Company Equity Awards, and (ii) the payment of all fees and expenses required to be paid by Parent or Merger Sub at Closing in connection with the Transactions (such amount, the “Required Funding Amount”). As of the date hereof, the commitment contained in the Credit Agreement has not been withdrawn, modified or rescinded in any respect. As of the date hereof, the Credit Agreement is in full force and among Arion effect against Parent or an indirect parent of Parent and, to the 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). Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts required to be paid by 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 of this Agreement. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, no event has occurred of which Parent is aware that, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent under any term of the Credit Agreement that would reasonably be expected to materially impair or adversely affect the Debt Financing Sources party theretoand the timely receipt of the proceeds thereof. As of the date of this Agreement, including all exhibitsassuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, schedules, annexes and amendments thereto (the “Parent has no reason to believe that it will be unable to satisfy on a timely basis any applicable Debt Financing Commitment”Condition on or prior to Closing Date. Except as set forth in the Credit Agreement, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than the applicable Debt 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 the Debt Financing will not be made available in full to Parent on the Closing Date. Notwithstanding anything to the contrary contained herein, Xxxxxx and Xxxxxx Sub agree that a breach of the representations and warranties in this Section 4.11 shall not result in the failure of the conditions to the Closing set forth in Section 6.3(a) if (notwithstanding such breach), pursuant to which, and subject to the terms 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 which, the full amount of the Debt Financing Sources have committed to lend the amounts other than as expressly set forth therein to Arion for the purpose of funding the transactions in, or contemplated by this Agreement (such committed financing, together with, unless the context otherwise requires, any debt securities issued in lieu thereofby, 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) the consummation of the Debt Financing, (ii) 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 (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 Credit Agreement, dated as of October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility).

Financial Capacity. (a) Arion Buyer has delivered to Sphinx Seller a true, accurate and complete copy of (i) the executed commitment letter, dated as of the Agreement Date, by and among Arion Buyer and lenders party thereto (including the Debt Financing Sources party theretoassignees thereof, the “Lenders”), including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Financing Sources Lenders have committed committed, on a several but not joint basis, to lend the amounts set forth therein to Arion Buyer 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) the consummation of the Debt Financing, (ii) the prepayment an executed commitment letter, dated as of the Arion Existing Indebtedness outstanding as of immediately prior to the Closing Date 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 “PrepaymentC-H Holdings Equity Financing Commitment”), (iii) an executed commitment letter, dated as of the payment of any Arion Transaction Expenses 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) 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 Agreementan executed commitment letter, dated as of October 4the Agreement Date, 2015, entered into by and among Xxxxx Xxxxxbetween C-H Holdings and Sponsor, LLCincluding all exhibits, TA Associates Management L.P. schedules, annexes and Arion Opco amendments thereto (the “Affiliate PaymentsSponsor 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, Arion Opco shall have at least $125,000,000 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 Arion Cash available and freely usable funding the amounts contemplated by the C-H Holdings Equity Financing Commitment (the “Post-Closing Operating CashSponsor Equity Financing”); provided that at least $25,000,000 . 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 Post-Closing Operating Cash shall not be from proceeds of 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. As of immediately following , the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility“Financing”).

Financial Capacity. (a) Arion Buyer has delivered to Sphinx a true, accurate Seller true and complete copy copies of (i) the final and fully executed equity commitment letter, dated as the date hereof, between Buyer and those certain equity investors party thereto (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 which Seller is a third party beneficiary and entitled to specifically enforce the Agreement Dateterms thereof (the “Equity Financing”) and (ii) the final and fully executed debt commitment letter, by dated the date hereof, among Buyer, Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch and among Arion Citizens Bank, N.A. (together with all exhibits, schedules, term sheets and attachments thereto, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Letters”), pursuant to which the Debt Financing Sources party theretothereto have committed, including all exhibits, schedules, annexes and amendments thereto (the “Debt Financing Commitment”), pursuant to which, and subject to (and only to) the terms and conditions of whichthereof, the Debt Financing Sources have committed to lend to Buyer the amounts set forth therein to 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” and, together with the Equity Financing, the “Financing”). In additionAssuming the satisfaction of the conditions set forth in the Financing Letters, as of immediately prior the aggregate amounts to be provided pursuant to the Closing Financing Letters, together with Buyer’s cash on hand and before giving effect amounts available to be drawn under Buyer’s revolving credit facility, will be sufficient for Buyer, when required by the terms of this Agreement, to (A) pay an amount in cash equal to the consummation Purchase Price pursuant to Section 2.3 and (B) pay any and all fees and expenses required to be 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 to fee amounts, “market flex” terms and other customary commercial terms other than any such terms that would (x) reduce the amount of the Debt Financing or (y) impose any additional conditions or other contingencies (or adversely amend, modify or expand any existing conditions or other contingencies) to the obligations of the Debt Financing Sources party to the Debt Commitment Letter to fund 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 ) executed in connection with the Debt Financing); provided that Commitment Letter (any such amounts shall not fee letter, as it may be proceeds from the revolving credit facility under Arion Existing Indebtedness. As of immediately after the Closingredacted, and after giving effect to (i) the consummation of the Debt Financing, (ii) the prepayment of the Arion Existing Indebtedness outstanding as of immediately prior to the Closing Date (the a “PrepaymentFee Letter”), (iii) the payment of any Arion Transaction Expenses and (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 October 4, 2015, entered into by and among Xxxxx Xxxxx, LLC, TA Associates Management L.P. and Arion Opco (the “Affiliate Payments”), Arion Opco shall have at least $125,000,000 of Arion Cash available and freely usable (the “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. As of immediately following the Closing, Arion, Arion Opco and its and their Subsidiaries shall have no more than $1,500,000,000 in indebtedness for borrowed money outstanding (not taking into account any undrawn capacity under any revolving credit facility).