Common use of Availability of Financing Clause in Contracts

Availability of Financing. Parent and Acquisition have received a valid and enforceable commitment from Heritage to provide $82 million of the funds necessary to purchase shares of Company Common Stock in the Offer and/or the Merger, which commitment is conditioned only upon the satisfaction of Parent's and Acquisition's conditions to consummation of the Offer contained herein and the other conditions specified in Section 5.13. Parent and Acquisition have received a commitment letter from Bank of Montreal, a copy of which is attached hereto as Exhibit B (the "Commitment"), covering not less than $248 million of the funds necessary to purchase all of the shares of Company Common Stock outstanding on a fully diluted basis in the Offer and/or the Merger, to refinance existing Company and Subsidiary indebtedness and to pay any and all of the costs and expenses incurred and to be incurred by Parent and Acquisition in connection with the transactions contemplated by this Agreement. Parent hereby guaranties the performance by Acquisition of its obligations under this Agreement.

Availability of Financing. Parent and Acquisition have ------------------------- received a valid and enforceable commitment from Heritage to provide $82 million of the funds necessary to purchase shares of Company Common Stock in the Offer and/or the Merger, which commitment is conditioned only upon the satisfaction of Parent's and Acquisition's conditions to consummation of the Offer contained herein and the other conditions specified in Section 5.13. Parent and Acquisition have received a commitment letter from Bank of Montreal, a copy of which is attached hereto as Exhibit B (the "Commitment"), covering not less than --------- $248 million of the funds necessary to purchase all of the shares of Company Common Stock outstanding on a fully diluted basis in the Offer and/or the Merger, to refinance existing Company and Subsidiary indebtedness and to pay any and all of the costs and expenses incurred and to be incurred by Parent and Acquisition in connection with the transactions contemplated by this Agreement. Parent hereby guaranties the performance by Acquisition of its obligations under this Agreement.