Common use of Financing Commitments Clause in Contracts

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent has delivered to the Company a true and complete, fully complete copy as of the date hereof of the executed copy of a financing commitment letter, dated as of June 11September 9, 20082015, between by and among Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc.Inc. and the other financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letter”) and a true and correct copy of any related fee letter (collectively, the “Ancillary Letters”) (provided that percentages and amount of (i) the fees, (ii) the economic provisions of the market flex, (iii) the fee-related provisions of the alternate transaction provisions and (iv) the successful syndication definition in the Ancillary Letters may be redacted). The Commitment Letter is in full force and effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to whichAgreement, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter Letter, in the form so delivered, is in full force and effect and constitutes the a legal, valid, valid and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not thereto (subject to any conditions precedentapplicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other than as expressly set forth laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming the Financing Commitment Letter. Subject to is received as contemplated by the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected net proceeds from the Financing, together with cash, cash equivalents and current financial assets of Parent and its Subsidiaries on hand, will be, as of the Closing Date, sufficient to satisfy all of the Parent’s obligations under this Agreement, including the payment of any Subject Indebtedness required to be sufficient for Parent and repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Surviving Company to pay the aggregate cash portion of Offer or the Merger Consideration and to pay all related fees other costs and expenses (including required to be paid or satisfied by Parent in connection with the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of transactions contemplated by this Agreement. As of the date of this AgreementThere are no side letters or other agreements, no event has occurred that would constitute a breach contracts or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party arrangements relating to the Financing contemplated by the Commitment Letter other than the Ancillary Letters and customary engagement letters, which engagement letters do not contain any condition to the availability or timing of the Financing contemplated by the Commitment Letter. As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by the Parent and (B) subject to the satisfaction of the conditions contained in Sections 6.1 Section 5.1 and 6.3Annex A hereof, Parent has no knowledge of does not have any facts or circumstances that are reasonably likely reason to result in any of the conditions to the Financing not being satisfied or believe that the Financing contemplated by the Commitment Letter will not be available to Parent on or Merger Sub at the Closing DateClosing. Parent has fully paid all commitment fees or other fees fees, if any, required by the Commitment Letter to be paid prior to the date of this Agreement pursuant Agreement. There are no conditions precedent or other contingencies related to the Financing funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letter.

Financing Commitments. Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.36.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

Financing Commitments. Parent has delivered a true and true, complete, fully and executed copy of a commitment letter, dated as of June 11July 31, 20082011, between Parent and Bank of Americaamong Parent, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Senior FundingJPMorgan Chase Bank, Inc.N.A., including all exhibits, schedules, schedules and amendments to such letter in effect as of the date hereof (but, for the avoidance of this Agreement doubt, not including any related fee letter) (the “Financing Commitment Letter”), pursuant to whichwhich JPMorgan Chase Bank, and N.A. has committed, subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding redeeming or repurchasing the transactions contemplated by this AgreementCompany Notes to the extent necessary. None of the respective commitments contained in the Financing Commitment Letter has have been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to of the agreements loans contemplated by the Financing Commitment Letter, together with the amounts available to be borrowed pursuant to Parent’s loan facilities and Parent’s and Company’s anticipated cash on hand of Parent and the Companyhand, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company Corporation to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of redeem or repurchase the Company Notes to the extent previously disclosed necessary, to Parent), including payment of all repay or refinance amounts anticipated to be outstanding under Article II of this Agreementthe Company’s credit facilities on the Closing Date and to consummate the Merger. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, ) on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger SubParent, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be being available to Parent on the Closing Date other than pursuant to a termination of the Commitment Letter as a result of the conditions precedent to the occurrence of the Commitment Letter Termination Date, as set forth in the first sentence of Section 5.14, having been satisfied. Parent has fully paid all commitment fees or other fees fees, if any, required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.