Common use of Financing Arrangements Clause in Contracts

Financing Arrangements. (i) The financing of the transactions contemplated hereby will consist of a combination of equity financing (the “Equity Financing”) and debt financing (the “Debt Financing”, and together with the Equity Financing, the “Financing”). Parent has delivered to the Company true, accurate and complete copies of revised executed financing letters with respect to the Debt Financing (the “Revised Debt Financing Commitments”) and revised equity commitment letters with respect to the Equity Financing (the “Revised Equity Financing Commitments” and, together with the Revised Debt Financing Commitments, the “Revised Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto have committed to provide Parent with the Financing. (ii) As of the date hereof, none of the Revised Financing Commitments has been amended or modified in any respect, and none of the Revised Financing Commitments has been withdrawn or terminated in any respect. Each of the Revised Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. The Revised Financing Commitments are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing on the terms contained in the Revised Financing Commitments, other than as set forth in, or contemplated by, the Revised Financing Commitments. (iii) The aggregate proceeds from the Financing, together with cash on hand of the Company and its Subsidiaries or Alternative Financing (as defined in Section 5.13 below) anticipated to be available at the Effective Time, constitute all of the financing required to be provided by Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s financial obligations under this Agreement, including, without limitation, (a) to pay (or provide the funds for the Surviving Corporation to pay) the Aggregate Merger Consideration, (b) to refinance any indebtedness or other obligation of the Company or Parent which may become due as a result of this Agreement, the Merger, or any of the transactions contemplated hereby, and (c) to pay all related fees and expenses arising out of or associated with this Agreement, the Merger, or any of the transactions contemplated hereby when due. (iv) No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term or condition of the Revised Financing Commitments, and neither Parent nor Merger Sub reasonably believes that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Revised Financing Commitments. Parent and/or Merger Sub have fully paid any and all commitment fees or other fees required by the Revised Financing Commitments to be paid on or before the date of this Agreement.

Financing Arrangements. (i) The financing of the transactions contemplated hereby will consist of a combination of equity financing (the “Equity Financing”) and debt financing (the “Debt Financing”, and together with the Equity Financing, the “Financing”). Parent has delivered to the Company true, accurate and complete copies of revised executed financing letters with respect to the Debt Financing (the “Revised Debt Financing Commitments”) and revised equity commitment letters with respect to the Equity Financing (the “Revised Equity Financing Commitments” and, together with the Revised Debt Financing Commitments, the “Revised Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto have committed to provide Parent with the Financing. (ii) As of the date hereof, none of the Revised Financing Commitments has been amended or modified in any respect, and none of the Revised Financing Commitments has been withdrawn or terminated in any respect. Each of the Revised Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. The Revised Financing Commitments are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing on the terms contained in the Revised Financing Commitments, other than as set forth in, or contemplated by, the Revised Financing Commitments. (iii) The aggregate proceeds from the Financing, together with cash on hand of the Company and its Subsidiaries or Alternative Financing (as defined in Section 5.13 below) anticipated to be available at the Effective Time, constitute all of the financing required to be provided by Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s financial obligations under this Agreement, including, without limitation, (a) to pay (or provide the funds for the Surviving Corporation to pay) the Aggregate Merger Consideration, (b) to refinance any indebtedness or other obligation of the Company or Parent which may become due as a result of this Agreement, the Merger, or any of the transactions contemplated hereby, and (c) to pay all related fees and expenses arising out of or associated with this Agreement, the Merger, or any of the transactions contemplated hereby when due. (iv) No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term or condition of the Revised Financing Commitments, and neither Parent nor Merger Sub reasonably believes that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Revised Financing Commitments. Parent and/or Merger Sub have fully paid any and all commitment fees or other fees required by the Revised Financing Commitments to be paid on or before the date of this Agreement.

Financing Arrangements. (ia) The financing Except to the extent Parent (or an Affiliate of the transactions contemplated hereby will consist of a combination of equity financing (the “Equity Financing”Parent) and debt financing (the “Debt Financing”, and together with the Equity has consummated Replacement Financing, the “Financing”). Parent has delivered to the Company true, accurate and complete copies of revised executed financing letters with respect to the Debt Financing (the “Revised Debt Financing Commitments”) and revised equity commitment letters with respect to the Equity Financing (the “Revised Equity Financing Commitments” and, together with the Revised Debt Financing Commitments, the “Revised Financing Commitments”), pursuant to which, and subject to the terms and conditions thereofof this Agreement, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Bridge Financing, if necessary, at or prior to the Closing on the terms and conditions described in the Commitment Letter, and, without the Company’s prior written consent, will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the parties thereto have committed Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Bridge Financing as provided in the Commitment Letter as of the date of this Agreement (except to provide Parent with the extent of any consummated Replacement Financing. ), or (ii) As impose new or additional conditions, or otherwise amend, modify or expand any conditions, in each case, to the receipt by Parent at or prior to the closing of the Bridge Financing; provided, however, that Parent and Merger Sub may (i) amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date hereof, none of this Agreement if the Revised Financing Commitments has been amended addition of such parties individually or modified in any respect, and none of the Revised Financing Commitments has been withdrawn or terminated in any respect. Each of the Revised Financing Commitments, in the form so deliveredaggregate, is a legal, valid and binding obligation of Parent and, would not reasonably be expected to the Knowledge of Parent, the other parties thereto. The Revised Financing Commitments are in full force and effect. There are no conditions precedent materially delay or other contingencies related to the funding of the full amount of the Financing on the terms contained in the Revised Financing Commitments, other than as set forth in, or contemplated by, the Revised Financing Commitments. (iii) The aggregate proceeds from the Financing, together with cash on hand of the Company and its Subsidiaries or Alternative Financing (as defined in Section 5.13 below) anticipated to be available at the Effective Time, constitute all of the financing required to be provided by Parent for prevent the consummation of the transactions contemplated herebyBridge Financing or the Closing or (ii) otherwise amend or replace the Commitment Letter so long as (A) such amendment does not impose terms or conditions that would reasonably be expected to materially delay or prevent the Closing, (B) the terms are not, taken as a whole, materially less favorable to Parent or Merger Sub than those in the Commitment Letter as in effect on the date of this Agreement and are sufficient (C) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of an Alternative Financing set forth below. In the event of such amendment or replacement of the Commitment Letter as permitted by the proviso to the immediately preceding sentence, the financing under such amended or replaced Commitment Letter will be deemed to be “Bridge Financing” as such term is used in this Agreement. Except to the extent Parent (or an Affiliate of Parent) has consummated Replacement Financing, Parent shall notify the Company as soon as reasonably practicable if, at any time prior to the Closing Date, (i) the Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to the Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent or (iii) for any reason Parent no longer believes in good faith that it will be able to obtain any of the Bridge Financing substantially on the terms described in the Commitment Letter. Parent will use its reasonable best efforts to (i) maintain in effect the Commitment Letter (including any definitive agreements entered into in connection therewith), (ii) satisfy when required by the Commitment Letter as in effect on the date of this Agreement all conditions in the Commitment Letter applicable to Parent and Merger Sub to obtaining the Bridge Financing at or prior to the Closing, (iii) negotiate and enter into definitive agreements with respect to the Commitment Letter on terms and conditions contained in the Commitment Letter or consistent in all material respects with the Commitment Letter at or prior to the Closing (such definitive agreements, together with the Commitment Letter, the “Financing Agreements”) and promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (iv) upon satisfaction of all the conditions contained in the Commitment Letter, consummate the Bridge Financing at or prior to the Closing and (v) fully enforce its rights under the Commitment Letter. Parent will keep the Company reasonably informed on a timely basis of the status of Parent’s and Merger Sub’s financial obligations under this Agreementefforts to arrange the Bridge Financing and to satisfy the conditions thereof, including, without limitationupon Company’s reasonable request, advising and updating the Company, in a reasonable level of detail, with respect to status, proposed closing date under the Financing Agreements (awhich shall be at or prior to the Closing) to pay (or provide and material terms of the funds material definitive documentation for the Surviving Corporation Bridge Financing, provided that, except as required by Section 6.05, in no event will Parent be under any obligation to pay) the Aggregate Merger Consideration, disclose any information that is subject to attorney-client or similar privilege if Parent shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. (b) Except to refinance the extent Parent has consummated Replacement Financing, if the Commitment Letter shall expire or terminate for any indebtedness reason, or other obligation if any portion of that amount of the Bridge Financing necessary to consummate the Transactions becomes reasonably likely to be unavailable on the material terms and conditions contemplated by the applicable Financing Agreements, (i) Parent will promptly notify the Company or and (ii) Parent which may become due will use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, a new debt financing commitment that provides for a debt financing, the net cash proceeds of which, together with cash and cash equivalents available to Parent, will be sufficient to consummate the Transactions and to pay the Required Amount, in each case, with conditions not materially less favorable, taken as a result whole, to Parent, Merger Sub and the Company than the conditions set forth in the Commitment Letter as in effect on the date of this Agreement, which new commitment shall include a termination date not earlier than the MergerOutside Date (“Alternative Financing”). In such event, or (i) the term “Bridge Financing” as used in this Agreement will be deemed to include the Alternative Financing, (ii) the term “Commitment Letter” will be deemed to include any of commitment letters, together with all annexes, exhibits, schedules and attachments thereto, and all term sheets and fee letters related thereto, in each case, with respect to the transactions contemplated herebyAlternative Financing, and (ciii) to pay all related fees and expenses arising out of or associated with this Agreement, the Merger, or any of the transactions contemplated hereby when due. (iv) No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term or condition of the Revised “Financing Commitments, and neither Parent nor Merger Sub reasonably believes that it Agreements” will be unable deemed to satisfy on a timely basis include any term or condition of closing definitive agreement with respect to be satisfied by it the Alternative Financing. Parent shall accept any such commitment letters if the funding conditions and other terms and conditions contained therein are not materially adverse to Parent in comparison with those contained in the Revised Financing Commitments. Parent and/or Merger Sub have fully paid any and all commitment fees or other fees required by the Revised Financing Commitments to be paid Commitment Letter as in effect on or before the date of this Agreement. (c) Prior to the Closing, and without limiting its obligations pursuant to Section 6.05(a), the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, in each case, provide to Parent all cooperation reasonably requested by Parent in connection with the arrangement and consummation of the Bridge Financing and/or Replacement Financing (including the satisfaction of the conditions precedent set forth therein), including, without limitation (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders, investors and rating agencies; (ii) assisting with the preparation by Parent of materials for rating agency presentations (and assisting in the obtaining of corporate, credit and facility ratings by Parent from ratings agencies), offering documents, private placement memoranda, bank information memoranda and similar documents required in connection with such financing and all documentation and, if required in writing by Parent at least 10 Business Days prior to the Closing Date, furnish Parent within three Business Days of the Closing Date all information required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using its reasonable best efforts to (A) execute and deliver any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, and any other documents reasonably requested by Parent in connection with facilitating the pledge of collateral, including Intellectual Property, in each case provided such documents, arrangements and other financing documents are effective following the Closing and are conditioned on consummation of the Merger, and (B) seek to obtain the consent of accountants for use of their reports in any materials relating to the Replacement Financing; (iv) (A) furnishing to Parent and its financing sources all audited and unaudited financial statements, business and other financial data, audit reports and other information regarding the Company of the type customarily included in offering memoranda for private placements pursuant to Rule 144A under the Securities Act (other than (i) separate financial statements and footnote disclosures with respect to guarantors required by Rule 3-10 of Regulation S-X under the Securities Act, it being understood that customary non-guarantor financial information on a percentage basis shall be provided, and (ii) separate financial statements with respect to subsidiaries pursuant to Rule 3-16 of Regulation S-X under the Securities Act), to consummate a Rule 144A offering of debt securities (provided that Parent shall be responsible for the preparation of pro forma financial statements), and such information shall be of the type and form that would be necessary for the investment banks to receive from the Company’s independent accountants customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) with respect to the financial information to be included in such offering documents and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent; and (B) furnishing to Parent and its financing sources information required in connection with confidential information memoranda and the lenders’ presentation in respect of the Bridge Financing or Replacement Financing, in each case customarily used for the syndication of either such financing; (v) providing customary authorization and management representation letters representing (without any knowledge or similar qualifier) that the information contained in any confidential information memorandum or lender presentation does not include any material non-public information about the Company and its Subsidiaries and designating the information provided to Parent’s financing sources as suitable to be made available to lenders who do not wish to receive such material non-public information; (vi) providing monthly financial statements (excluding footnotes) of the Company to the extent the Company customarily prepares such financial statements and pursuant to the historical practices of the Company; (vii) using reasonable best efforts to assist Parent in obtaining accountants’ comfort letters, consents, surveys, legal opinions from local outside counsel (and not internal counsel) and title insurance as reasonably requested by Parent for the Bridge Financing and/or Replacement Financing; and (viii) subject to Section 6.05, taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Bridge Financing and/or Replacement Financing to evaluate the Company and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the Bridge Financing to take effect at the Closing, and (C) permit representatives of the prospective lenders to conduct commercial field examinations, inventory appraisals and an appraisal of the owned real estate, and use commercially reasonable efforts to make audits and appraisals available to the Parent for purposes of the Bridge Financing, provided, however, that notwithstanding the foregoing provisions of this clause (vi), in no event shall Parent or any such lender be permitted to contact any customer, vendor or supplier of the Company or any of its Subsidiaries without the Company’s prior written consent. Nothing in this Section 6.09(c) shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required pursuant to this Section 6.09(c) to enter into or perform under any certificate, agreement, document or other instrument that is not contingent upon the Closing or that would be effective prior to the Effective Time (other than the authorization letters and representation letters referred to in clause (iv) above). Notwithstanding the foregoing, under no circumstance shall the Company or its Subsidiaries be required to authorize (and Parent and none of Parent’s financing sources or any other lender to Parent is permitted to make), any pre-filing of any UCC-1’s or other documents which create Liens. None of the Company or any of its Subsidiaries shall be required to take any action pursuant to this Section 6.09(c) that would subject it to actual or potential liability for which it would not be indemnified hereunder or to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or provide or agree to provide any indemnity in connection with the Bridge Financing, Replacement Financing or any of the foregoing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 6.09(c). Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities suffered or incurred by any of their officers, directors or employees in connection with the Bridge Financing or Replacement Financing, except to the extent such liabilities arose out of or resulted from (i) information provided by or on behalf of the Company or any of its Subsidiaries or any of its or their respective Representatives or (ii) the gross negligence, fraud, bad faith, willful misconduct, intentional misrepresentation, or intentional breach of this Agreement by the Company, any of its Subsidiaries or any of its or their respective Representatives. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Bridge Financing or Replacement Financing, provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. (d) Parent and Merger Sub acknowledge and agree that the obtaining of the Bridge Financing or Replacement Financing is not a condition to the Closing. For the avoidance of doubt, if the Bridge Financing or Replacement Financing has not been obtained, Parent will continue to be obligated, subject to the fulfillment or waiver of the conditions set forth in ARTICLE VII, to complete the Merger and consummate the other Transactions. (e) If requested by Parent, the Company shall provide reasonable cooperation to Parent and Merger Sub in arranging for, at the Closing, the termination or redemption of (i) the indebtedness of the Company set forth on Section 6.09(e) of the Company Disclosure Schedule and (ii) any other indebtedness of the Company and its Subsidiaries, together with the procurement of customary payoff letters in connection therewith; provided that in no event shall this Section 6.09(e) require the Company to cause any indebtedness of the Company and its Subsidiaries to be terminated unless (i) the Company has received from Parent funds to pay in full the payoff amount for any such indebtedness and (ii) Parent has agreed to and has provided backstop letters

Financing Arrangements. (ia) The financing of the transactions contemplated hereby will consist consist, in part, of a combination of equity financing (the “Equity Financing”) and debt financing (the “Debt Financing”, ) and together with the Equity Financing, delivery of the “Financing”)Parent Common Stock. Parent has and Buyer have delivered to the Company true, accurate and complete copies of revised fully executed financing letters with respect to the Debt Financing (the “Revised Debt Financing Commitments”) and revised equity commitment letters with respect to the Equity Financing (the “Revised Equity Financing Commitments” and, together with the Revised Debt Financing Commitments, the “Revised Financing Commitments”), pursuant to whichwhich the lenders named therein have committed, and subject to the terms and conditions thereof, to lend Parent or Buyer the parties thereto have committed to provide Parent with the Financingamounts stated therein. (iib) As of the date hereof, none of the Revised Financing Commitments has been amended or modified in any respect, and none of the Revised Financing Commitments has been withdrawn or terminated in any respect. Each As of the Revised date hereof, each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent or Buyer and, to the Knowledge of ParentParent and Buyer, the other parties thereto. The Revised As of the date hereof, the Financing Commitments are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing on the terms contained in the Revised Financing Commitments, other than as set forth in, or contemplated by, the Revised Financing Commitments. (iiic) The aggregate proceeds from the Financing, together with cash on hand of the Company and its Subsidiaries or Alternative Financing (as defined in Section 5.13 below) anticipated to be available at the Effective TimeClosing, constitute all of the financing required to be provided by will provide Parent and Buyer with funds sufficient for the consummation by Parent and Buyer of the transactions contemplated hereby, hereby and are sufficient for the satisfaction of all of Parent’s and Merger SubBuyer’s financial payment obligations under this Agreement, including, without limitation, their obligations (a) to pay (or provide the funds for the Surviving Corporation to pay) the Aggregate Merger ConsiderationCash Purchase Price, and (b) to refinance any indebtedness or other obligation of the Company or Parent which may become due as a result of this Agreement, the Merger, or any of the transactions contemplated hereby, and (c) to pay all related of Buyer’s and Parent’s fees and expenses arising out of or associated with this Agreement, the Merger, Agreement or any of the transactions contemplated hereby when due. (ivd) No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub Buyer under any term or condition of the Revised Financing Commitments, and neither Parent nor Merger Sub Buyer reasonably believes that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Revised Financing Commitments. Parent and/or Merger Sub Buyer have fully paid any and all commitment fees or other fees required by the Revised Financing Commitments to be paid on or before the date of this Agreement.

Financing Arrangements. Holding and Parent each hereby agree to use commercially reasonable efforts to obtain the Financing on the terms set forth in the Credit Agreement Amendment, the Purchase Agreement and the Escrow Agreement and the Additional Financing on the terms set forth in the Amended Subscription Agreement and the ▇▇▇▇ Strategic Commitment Letter. Holding and Parent will keep the Company informed on a reasonably current basis in reasonable detail on the status of their efforts to obtain the Financing and the Additional Financing and shall not permit any amendment or modification that is adverse to the Company to be made to, or any waiver that is adverse to the Company of any provision or remedy under, the Credit Agreement Amendment, the Purchase Agreement, the Escrow Agreement, the Amended Subscription Agreement or the ▇▇▇▇ Strategic Commitment Letter without the prior written consent of the Company. The Company hereby consents to each of the following: (i) The financing of the transactions contemplated hereby will consist of a combination of equity financing (the “Equity Financing”) and debt financing (the “Debt Financing”, and together with the Equity Financing, the “Financing”). Parent has delivered amendments to the Company trueOriginal Subscription Agreement reflected in the Amended Subscription Agreement, accurate and complete copies of revised executed financing letters with respect to the Debt Financing (the “Revised Debt Financing Commitments”) and revised equity commitment letters with respect to the Equity Financing (the “Revised Equity Financing Commitments” and, together with the Revised Debt Financing Commitments, the “Revised Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto have committed to provide Parent with the Financing. (ii) As as of the date hereof, none (ii) the replacement of the Revised Financing Commitments has been amended or modified in any respect, Old ▇▇▇▇ Strategic Commitment Letter (which shall be null and none void and of the Revised Financing Commitments has been withdrawn or terminated in any respect. Each of the Revised Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. The Revised Financing Commitments are in full no further force and effect) by the ▇▇▇▇ Strategic Commitment Letter as of the date hereof, (iii) the Escrow Agreement, and (iv) the Commitment Termination Agreement, dated as of May 22, 2003, between Parent and Credit Suisse First Boston, terminating the commitment letter, dated February 17, 2003, between Credit Suisse First Boston, acting through its Cayman Island Branch, and Parent. There Holding and Parent will be under no obligation under any circumstances to obtain more than $100.0 million (plus the amount, if any, required by the ▇▇▇▇ Strategic Commitment Letter) of equity financing for the Merger and related matters. In the event that Holding or Parent is unable to obtain the Financing or the Additional Financing, Holding and Parent shall use commercially reasonable efforts to obtain alternative financing with overall pricing, cost, timing and maturity terms that are no conditions precedent or less favorable, and other contingencies related terms that are no less favorable in any material respect, to the funding of the full amount of the Financing on the terms Holding and Parent than those contained in the Revised Financing Commitments, other than as set forth in, or contemplated byCredit Agreement Amendment, the Revised Financing CommitmentsPurchase Agreement and the Escrow Agreement or the Amended Subscription Agreement and ▇▇▇▇ Strategic Commitment Letter, as the case may be. (iii) The aggregate proceeds from the Financing, together with cash on hand of the Company and its Subsidiaries or Alternative Financing (as defined in Section 5.13 below) anticipated to be available at the Effective Time, constitute all of the financing required to be provided by Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s financial obligations under this Agreement, including, without limitation, (a) to pay (or provide the funds for the Surviving Corporation to pay) the Aggregate Merger Consideration, (b) to refinance any indebtedness or other obligation of the Company or Parent which may become due as a result of this Agreement, the Merger, or any of the transactions contemplated hereby, and (c) to pay all related fees and expenses arising out of or associated with this Agreement, the Merger, or any of the transactions contemplated hereby when due. (iv) No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term or condition of the Revised Financing Commitments, and neither Parent nor Merger Sub reasonably believes that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Revised Financing Commitments. Parent and/or Merger Sub have fully paid any and all commitment fees or other fees required by the Revised Financing Commitments to be paid on or before the date of this Agreement.

Financing Arrangements. Parent and Merger Sub have made available to the Company (i) The financing of the transactions contemplated hereby will consist of a combination of equity financing letter (the “Equity FinancingCommitment Letter”) from JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”), confirming the commitment of JLL Fund V to subscribe for and purchase membership interests or other equity securities of Parent for an aggregate subscription price of $178.8 million in cash, subject to the terms and conditions thereof (the “Equity Investment”) and debt financing (ii) a letter (the “Debt Financing”Commitment Letter” and, and together collectively with the Equity FinancingCommitment Letter, the “Financing”). Parent has delivered to the Company true, accurate and complete copies of revised executed financing letters with respect to the Debt Financing (the “Revised Debt Financing CommitmentsCommitment Letters”) from Bear S▇▇▇▇▇▇ & Co., Inc. and revised equity Bear S▇▇▇▇▇▇ Corporate Lending, Inc. (collectively, “Bear S▇▇▇▇▇▇”) confirming the commitment letters with respect to the Equity Financing (the “Revised Equity Financing Commitments” andof Bear S▇▇▇▇▇▇, together with the Revised Debt Financing Commitments, the “Revised Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto have committed to provide Parent with an asset-based revolving credit facility and a term loan facility in an aggregate amount of up to $400 million and to purchase or place $175 million of Senior Unsecured Notes (the “Debt Financing. (ii) ”). None of the Commitment Letters has been amended or modified prior to the date of this Agreement, and none of the respective commitments contained in the Commitment Letters has been withdrawn or rescinded in any respect. As of the date hereof, none of the Revised Financing Commitments has been amended or modified in any respect, and none of the Revised Financing Commitments has been withdrawn or terminated in any respect. Each of the Revised Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. The Revised Financing Commitments Commitment Letters are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing on Equity Investment and the terms contained in the Revised Financing CommitmentsDebt Financing, other than as set forth in, in or contemplated by, by the Revised Financing Commitments. (iii) Commitment Letters. The aggregate proceeds from the Financing, together with cash on hand of Equity Investment and the Company and its Subsidiaries or Alternative Debt Financing (collectively, the “Financing”), as defined in Section 5.13 below) anticipated to contemplated by the Commitment Letters, will be available at the Effective Time, constitute all of the financing required to be provided by Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s financial obligations under this Agreement, including, without limitation, (a) to pay (or provide the funds for the Surviving Corporation to pay) the Aggregate aggregate Merger Consideration, (b) to pay (or provide the funds for the Surviving Corporation to pay) all amounts contemplated by Section 1.8 when due, (c) to refinance any indebtedness or other obligation of the Company or Parent which may become due as a result of this Agreement, the Merger, Agreement or any of the transactions contemplated hereby, and (cd) to pay all related fees and expenses arising solely out of or associated with this Agreement, the Merger, or any of the transactions contemplated hereby hereby, including the Merger, when due. (iv) No event has occurred which, with or without notice, lapse . The proceeds of time or both, would constitute a default or breach on the part of Financing will be used by Parent or and Merger Sub under any term or condition for the purposes specified in clauses (a) through (d) of the Revised Financing Commitments, and neither Parent nor Merger Sub reasonably believes that it will be unable to satisfy on a timely basis any term or condition immediately preceding sentence. As of closing to be satisfied by it contained in the Revised Financing Commitments. Parent and/or Merger Sub have fully paid any and all commitment fees or other fees required by the Revised Financing Commitments to be paid on or before the date of this Agreement, neither Buyer nor Merger Sub has any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Buyer and Merger Sub on the Closing Date.