Financial Ability to Perform Purchaser affirms that is it not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Purchaser has delivered to the Seller true, complete and correct copies of the executed commitment letter, dated as of the date hereof, among Purchaser, the Guarantor and the other parties thereto (including all exhibits, schedules and annexes thereto, the “Equity Commitment Letter”), pursuant to which the Guarantor has committed, subject to the terms and conditions set forth therein, to invest cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Commitment Letter provides that the Seller is a third-party beneficiary thereto. The Equity Commitment Letter has not been amended, supplemented or modified prior to the date of this Agreement, no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. There are no side letters or Contracts to which Purchaser is a party related to the provision, funding or investing, as applicable, of the Equity Financing or the transactions contemplated hereby other than as expressly set forth in the Equity Commitment Letters delivered to the Seller prior to the date hereof. Purchaser has fully paid any and all commitment fees or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date hereof and Purchaser will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date. The Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge of Purchaser, each of the other parties thereto, subject to the Enforceability Exceptions, and Purchaser is not aware of any fact or occurrence that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letter to be ineffective. There are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (a) constitute a default or breach on the part of Purchaser or, to the knowledge of Purchaser, any other party thereto under any of the Equity Commitment Letter, (b) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (c) result in any portion of the amounts to be provided, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. Purchaser has no reason to believe that any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter will not be satisfied or that the full amount of the Equity Financing will not be made available to Purchaser in full on the Closing Date, and, Purchaser is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Equity Financing not to be satisfied or the full amount of the Equity Financing not to be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded and/or invested in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds sufficient to (i) pay the aggregate Closing Purchase Price under Article II, (ii) pay any and all fees and expenses required to be paid by Purchaser at the Closing in connection with the transactions contemplated by this Agreement and the Equity Financing, (iii) pay for any refinancing of any outstanding indebtedness of the Purchased Entities or the Business contemplated by this Agreement and (iv) satisfy all of the other payment obligations of Purchaser contemplated hereunder to be paid at the Closing (clauses (i) through (iv), the “Financing Uses”). Purchaser affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Purchaser obtain the Equity Financing or any other financing for or related to any of the transactions contemplated hereby.