Common use of Acquisition Financing Clause in Contracts

Acquisition Financing. (a) Purchasers shall use commercially reasonable efforts to obtain and effectuate the Acquisition Financing on the terms and conditions contemplated by the Commitment Letters. Purchasers shall perform all obligations required to be performed by them in accordance with the terms of the Commitment Letters, and shall use commercially reasonable efforts (including commercially reasonable actions reasonably requested by Seller) to maintain the Commitment Letters in full force and effect through the Closing. Purchasers shall from time to time provide such information to Seller as Seller may reasonably request regarding the status of the Acquisition Financing. Purchasers agree to notify Seller promptly if, at any time prior to the Closing Date, (i) any of the Commitment Letters shall expire or be terminated or replaced for any reason; (ii) any financing source that is a party to a Commitment Letter notifies Purchasers that such source no longer intends to provide financing to Purchasers thereunder; or (iii) for any reason Purchasers no longer believe, in good faith, that they will be able to obtain any of the financing substantially on the terms described in the Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation of the financing contemplated by the Commitment Letters. Purchasers shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent will not be required if such amendment, alteration, replacement or agreement to amend, alter or replace would not reasonably be expected to materially hinder or delay the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereof. (b) Seller agrees to use its commercially reasonable efforts to provide all cooperation reasonably requested by Purchasers in connection with the Acquisition Financing, including (i) providing and causing its advisors to provide all available information reasonably deemed necessary by Purchasers or the providers of the debt financing portion of the Acquisition Financing (the “Debt Financing”) to complete the syndication of the Debt Financing, including available financial information that is customarily provided in such financings and is deemed necessary by Purchasers or the providers of such Debt Financing for the consummation of such Debt Financing; (ii) assisting in the preparation and updating of materials to be used in connection with the Debt Financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessions; and (iii) making the officers and advisors of Seller available from time to time to attend and make presentations regarding their respective business and prospects at one or more meetings of prospective lenders.

Acquisition Financing. (a) Purchasers Each of Parent, Merger Sub Corp., Merger Sub LLC and the Company shall use commercially their respective reasonable best efforts to arrange and obtain the proceeds of financing for the transactions contemplated hereby on terms which are reasonably satisfactory to each of Parent and effectuate the Acquisition Financing on the terms Company and conditions contemplated by the Commitment Letters. Purchasers shall perform in an amount sufficient to (i) repay in full all obligations required to be performed by them in accordance with the terms amounts outstanding as of the Commitment Letters, Merger Effective Time under (A) that certain Term Loan Agreement among the Company and shall use commercially reasonable efforts (including commercially reasonable actions reasonably requested by Seller) to maintain Barclays Bank PLC and the Commitment Letters in full force other lenders and effect through the Closing. Purchasers shall parties thereto from time to time provide such information (the "Term Loan Agreement") and (B) that certain Amended and Restated Loan and Security Agreement among the Company and Wxxxx Fargo Bank, National Association and the other lenders and parties thereto from time to Seller as Seller may reasonably request regarding time (the status of the Acquisition Financing. Purchasers agree to notify Seller promptly if"ABL Credit Agreement"), at any time prior to the Closing Date, (i) any of the Commitment Letters shall expire or be terminated or replaced for any reason; (ii) any financing source that is a party provide for the payment at the Closing of at least $90,000,000 in Aggregate Cash Consideration to a Commitment Letter notifies Purchasers that the holders of Company Common Stock, when taken together with the amount of cash disbursed to such source no longer intends persons (or to provide financing the Exchange Agent for further payment to Purchasers thereunder; or such persons) from the Trust Account, (iii) for any reason Purchasers no longer believepay in full the Expenses contemplated by Section 6.19(b) and Section 10.1, in good faith, that they will be able to obtain any and (iv) fund working capital and certain ongoing operations of Parent and its post-Closing Subsidiaries (including the Company) (such debt financing substantially on the terms described in above is referred to herein as the Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed"Acquisition Financing"), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation of the financing contemplated by the Commitment Letters. Purchasers shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent will not be required if such amendment, alteration, replacement or agreement to amend, alter or replace would not reasonably be expected to materially hinder or delay the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereof. (b) Seller agrees In furtherance of the provisions of Section 6.15(a), from the date hereof until the earlier of the Closing Date or termination of this Agreement pursuant to use Article IX, each of Parent and the Company will (and will cause their respective Subsidiaries to) cooperate with the other Parties and instruct its commercially reasonable efforts management to provide all cooperation cooperate with the other Parties as reasonably requested by Purchasers Parent or the Company (provided that such requested cooperation does not materially and unreasonably interfere with the ongoing operations of the Company and its Subsidiaries) in connection with the Parties' arrangement of the Acquisition Financing and the negotiation, execution and delivery of definitive documentation for the Acquisition Financing. Such cooperation will include, among other things, making appropriate officers available for participation in meetings, drafting sessions, due diligence sessions, ratings agency presentations and road shows, providing customary authorization letters authorizing the distribution of information to other prospective lenders and containing a customary representation (with respect to the applicable information provided by the respective Party) to the financing sources that as of the date of preparation such information does not contain any material non-public information or any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading, and assisting in the preparation of rating agency presentations, offering memoranda, private placement memoranda, prospectuses and similar documents, as may be reasonably requested by Parent or the Company or any prospective lender to (or purchaser of securities of) Parent and/or the Company and their respective Subsidiaries in connection with the Acquisition Financing, including (i) providing and causing its advisors to provide all available information reasonably deemed necessary by Purchasers or the providers of the debt financing portion of the Acquisition Financing (the “Debt Financing”) to complete the syndication of the Debt Financing, including available financial information that is customarily provided in such financings and is deemed necessary by Purchasers or the providers of such Debt Financing for the consummation of such Debt Financing; (ii) assisting in the preparation and updating of materials to be used in connection with the Debt Financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessions; and (iii) making the officers and advisors of Seller available from time to time to attend and make presentations regarding their respective business and prospects at one or more meetings of prospective lenders.

Acquisition Financing. (a) Purchasers shall use commercially reasonable efforts Prior to obtain the execution hereof, Purchaser has delivered to Seller complete and effectuate correct copies of duly executed and delivered debt commitment letters (the “Acquisition Financing Commitment Letters”) with respect to the financing to be obtained in connection with the Acquisition Financing and which are attached hereto as Exhibit E. The commitments made thereto as set forth in the Acquisition Financing Commitment Letters are in an amount (the “Acquisition Financing Amount”) that, together with Purchaser’s cash on hand as of the terms Closing Date, is sufficient to fund the Purchase Price and conditions contemplated by the Commitment Letters. Purchasers shall perform all obligations other payments required to be performed made hereunder by them in accordance with the terms Purchaser under this Agreement. (b) As of the Commitment Lettersdate of this Agreement, and shall use commercially reasonable efforts (including commercially reasonable actions reasonably requested by Seller) to maintain the Acquisition Financing Commitment Letters are in full force and effect through and are legal, valid, binding and enforceable obligations of each of Purchaser and the Closing. Purchasers shall from time other parties thereto, enforceable in accordance with their terms. (c) The Acquisition Financing Commitment Letters have not been amended or modified and the commitments contained in such Acquisition Financing Commitment Letters have not been terminated, reduced, withdrawn or rescinded in any respect and, to time provide the knowledge of Purchaser, no such information to Seller as Seller may reasonably request regarding the status termination, reduction, withdrawal or rescission is contemplated. (d) As of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount evidenced by the Acquisition Financing. Purchasers agree Financing Commitment Letters other than as expressly set forth in or contemplated by the Acquisition Financing Commitment Letters and any financing commitment fees or expenses payable by Purchaser to notify Seller promptly ifthe other parties thereto. (e) The obligations to fund the Acquisition Financing under the Acquisition Financing Commitment Letters are not subject to any condition other than as expressly set forth in the Acquisition Financing Commitment Letters. (f) As of the date of this Agreement, at Purchaser has no basis to believe that (i) any time condition to the Acquisition Financing will not be satisfied on a timely basis on or prior to the Closing Date, (i) any of the Commitment Letters shall expire or be terminated or replaced for any reason; (ii) any financing source that is a party to a Commitment Letter notifies Purchasers that such source no longer intends to provide financing to Purchasers thereunder; or (iii) for any reason Purchasers no longer believe, in good faith, that they will be able to obtain any of the financing substantially on the terms described in the Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation of the financing contemplated by the Commitment Letters. Purchasers shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent Acquisition Financing will not be required if such amendment, alteration, replacement or agreement made available to amend, alter or replace would not reasonably be expected to materially hinder or delay Purchaser at the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereof. (b) Seller agrees to use its commercially reasonable efforts to provide all cooperation reasonably requested by Purchasers in connection with the Acquisition Financing, including (i) providing and causing its advisors to provide all available information reasonably deemed necessary by Purchasers or the providers As of the debt financing portion date of this Agreement, neither Purchaser nor any Affiliate of Purchaser is in default or breach under the terms and conditions of the Acquisition Financing (Commitment Letters and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach or a failure to satisfy a condition by Purchaser or any other party thereto, under the “Debt Financing”) to complete the syndication terms and conditions of the Debt FinancingAcquisition Financing Commitment Letters. (g) Purchaser will have as of immediately prior to the Closing, including available financial information that the Acquisition Financing Amount that, together with Purchaser’s cash on hand as of the Closing Date, is customarily provided in such financings sufficient to fund the Purchase Price and is deemed necessary by Purchasers or the providers of such Debt Financing for the consummation of such Debt Financing; (ii) assisting in the preparation and updating of materials all other payments required to be used in connection with the Debt Financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessions; and (iii) making the officers and advisors of Seller available from time to time to attend and make presentations regarding their respective business and prospects at one or more meetings of prospective lendersmade hereunder by Purchaser under this Agreement.

Acquisition Financing. (a) Purchasers On or before Call Option Completion MGM Grand Diamond shall use commercially reasonable efforts to obtain and effectuate procure:- (i) that the Acquisition Financing on is repaid in full from the terms and conditions proceeds of an equity subscription made by MGM Grand Diamond, or any wholly owned Subsidiary of MGM Grand Diamond, to MGM Grand Australia as contemplated by the Commitment Letters. Purchasers shall perform Clause 4.1 and that any and all obligations required to be performed Encumbrances provided by them in accordance with the terms any member of the Commitment Letters, MGM Grand Australia Group in relation to the Acquisition Financing is unconditionally released; or (ii) the rights and shall use commercially reasonable efforts obligations (including commercially reasonable actions reasonably requested contingent obligations) of MGM Grand Australia pursuant to or arising from the Acquisition Financing are assigned or novated in full, without recourse to any member of the MGM Grand Australia Group and any and all Encumbrances provided by Seller) any member of the MGM Grand Australia Group in-relation to maintain the Commitment Letters in full force and effect through Acquisition Financing is unconditionally released. However, if MGM Grand Diamond is unable, after using its best endeavours, to procure the Closing. Purchasers shall from time to time provide such information to Seller as Seller may reasonably request regarding the status assignment or novation of the Acquisition Financing. Purchasers agree to notify Seller promptly ifFinance, at any time prior without recourse, and the unconditional release of all of the Encumbrances to the Closing Date, (i) extent they relate to or secure any of the Commitment Letters shall expire or be terminated or replaced Acquisition Finance then MGMG covenants for any reason; (ii) any financing source that is a party to a Commitment Letter notifies Purchasers that such source no longer intends to provide financing to Purchasers thereunder; or (iii) for any reason Purchasers no longer believe, in good faith, that they will be able to obtain any the benefit of the financing substantially on Option Holders and separately for the terms described in the Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation benefit of the financing contemplated by MGM Grand Australia Group to indemnify and hold harmless the Commitment LettersMGM Grand Australia Group from and against all such claims, damages, liabilities and costs arising therefrom. Purchasers For the avoidance of doubt this indemnity shall apply notwithstanding that MGM Grand Diamond contrary to its obligations under this Clause has not amend, alter or replace, or agree used its best endeavours to amend, alter or replace, procure the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent will not be required if such amendment, alteration, replacement or agreement necessary event to amend, alter or replace would not reasonably be expected to materially hinder or delay the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereofoccur. (b) Seller agrees Without limitation to use its commercially the obligations of MGM Grand Diamond pursuant to Clause 3.10(a), as and from Call Option Exercise Date, MGMG and MGM Grand Diamond shall indemnify and keep indemnified, the Option Holders notwithstanding Call Option Completion, for any loss, damage, cost or expenses incurred or suffered by any of them as a direct or indirect result of the obligations of MGM Grand Diamond pursuant to Clause 3.10(a) not being satisfied in full to the reasonable efforts satisfaction of the Nominated Option Holder at or before Call Option Completion. Without limiting the generality of the aforegoing it is expressly agreed that the loss of the Option Holders will include:- (i) 22.5% of the amount (after all related tax benefits to provide all cooperation reasonably requested the MGM Grand Australia Group, properly claimed in respect of and arising from the Acquisition Finance) by Purchasers which the assets of the MGM Grand Australia Group have been reduced by payments made (whether before or after Call Option Completion) pursuant to the Acquisition Financing or any Encumbrance granted by any member of the MGM Grand Australia Group in connection with the Acquisition Financing, including (i) providing and causing its advisors to provide all available information reasonably deemed necessary by Purchasers or which payments have not been taken into account in the providers calculation of the debt financing portion Call Option Consideration or which have not been reimbursed to the MGM Grand Australia Group PROVIDED HOWEVER to the extent such payment is made to the Option Holders, MGM Grand Diamond shall be released from its obligation pursuant to Clause 3.10 (a) for that part of the Acquisition Financing (Finance to which the “Debt Financing”) to complete the syndication of the Debt Financing, including available financial information that is customarily provided in such financings and is deemed necessary by Purchasers or the providers of such Debt Financing for the consummation of such Debt Financingpayment relates; and (ii) assisting 22.5% of the additional borrowing costs, if any, in the preparation and updating of materials relation to be used in connection with the other Debt Financing and any related syndication efforts, including, Facilities due to the gearing of the MGM Grand Australia Group or the unavailability of collateral in either case as applicable, participating a consequence of the Acquisition Finance has been taken into account in due diligence and drafting sessions; and (iii) making calculation of the officers and advisors of Seller available from time to time to attend and make presentations regarding their respective business and prospects at one or more meetings of prospective lendersCall Option Consideration.

Acquisition Financing. If any Loan Party (athe “Acquiring Loan Party”) Purchasers desires to incur Acquisition Financing, the Borrower Representative shall use commercially reasonable efforts give notice thereof to obtain and effectuate the Administrative Agent not less than forty-five (45) days prior to the incurrence of such Acquisition Financing on (the “Financing Notice”), which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended to finance (the “Contemplated Acquisition”) and the terms and conditions contemplated by the Commitment Letters. Purchasers shall perform all obligations required to be performed by them in accordance with the terms of the Commitment Letters, and shall use commercially reasonable efforts (including commercially reasonable actions reasonably requested by Seller) to maintain the Commitment Letters in full force and effect through the Closing. Purchasers shall from time to time provide such information to Seller as Seller may reasonably request regarding the status of the Acquisition Financing. Purchasers agree to notify Seller promptly if, at any time prior to the Closing Date, (i) any of the Commitment Letters shall expire or be terminated or replaced for any reason; (ii) any financing source that is a party to a Commitment Letter notifies Purchasers that such source no longer intends to provide financing to Purchasers thereunder; or (iii) for any reason Purchasers no longer believe, in good faith, that they will be able to obtain any of the financing substantially on the terms described in the Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation of the financing contemplated by the Commitment Letters. Purchasers shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent will not be required if such amendment, alteration, replacement or agreement to amend, alter or replace would not reasonably be expected to materially hinder or delay the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereof. (b) Seller agrees to use its commercially reasonable efforts to provide all cooperation reasonably requested by Purchasers in connection with the proposed Acquisition Financing, including (i) providing the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions of any applicable collateral and causing its advisors guarantees, and all other material terms thereof. The Lenders shall have the right to provide all available information reasonably deemed necessary by Purchasers or the providers of the debt financing any portion of the Acquisition Financing (under the “Debt Financing”) terms set forth in the Financing Notice. If the Majority Lenders elect to complete the syndication provide all or any portion of the Debt Acquisition Financing, including available financial information that is customarily provided in such financings they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and is deemed necessary by Purchasers or do not waive compliance with Section 7.1 with respect thereto within forty-five (45) days after the providers giving of such Debt the Financing for Notice, subject to the consummation of the Acquisition Financing, Borrowers shall promptly (but in no event later than five Business Days) after such Debt Financing; consummation, prepay the outstanding principal balance of the Loans, ratably as to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (iix) assisting in the preparation and updating of materials to Prepayment Date is on or before the Second Anniversary, such prepayment shall be used in connection made together with the Debt Financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessionsNon-Call Make-Whole Premium; and (iiiy) making if the officers Prepayment Date is after the Second Anniversary and advisors (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of Seller available from time the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to time the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to attend Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and make presentations regarding their respective business the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and prospects at one or more meetings of prospective lenderssuch Lender’s Pro Rata Share thereof. Nothing in this paragraph shall require any Lender to provide any Acquisition Financing.

Acquisition Financing. 9.1 In addition to the Equity Investor Commitment, the Offer, any separately agreed purchases of Target shares, the Squeeze Out, any Mandatory Offer, any other incidental acquisitions of Target shares by BidCo Group and any measure in accordance with the Exxx Transaction Completion Agreement will be financed by certain debt providers pursuant to the fully executed commitment letter dated as of 21 November 2023 (atogether with all exhibits and schedules thereto, including the related Interim Facilities Agreement (as defined therein), the Debt Commitment Letter) Purchasers shall use commercially reasonable efforts from the lenders party thereto (collectively, the Lenders) pursuant to obtain and effectuate which the Acquisition Financing on Lenders have agreed, subject to the terms and conditions contemplated by thereof, to provide debt financing in the Commitment Letters. Purchasers shall perform all obligations required amounts set forth therein (the Debt Commitment), and the aggregate amount of debt financing to be performed by them in accordance with the terms of the Commitment Letters, and shall use commercially reasonable efforts (including commercially reasonable actions reasonably requested by Seller) provided to maintain the Commitment Letters in full force and effect through the Closing. Purchasers shall BidCo Group for that purpose from time to time time, the Acquisition Financing. 9.2 Except as expressly set forth in the Debt Commitment Letter or as would not materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts (as defined below) at Completion, there are no side agreements containing additional conditions precedent to the obligations of the Lenders to provide such information the Acquisition Financing or that would permit the Lenders to Seller as Seller may reasonably request regarding reduce the status aggregate principal amount of the Acquisition Financing. Purchasers agree to notify Seller promptly ifThe Acquisition Financing, at any time prior to when funded in accordance with the Closing DateDebt Commitment Letter and taken together with the cash proceeds of the Equity Investor Commitment, when funded in accordance with this Agreement, shall, once converted into the required currencies, provide MidCo 2 with cash proceeds in the amounts sufficient for the satisfaction of (i) all of BidCo Group’s obligations under the Transaction Documents to pay the Offer Price (without giving effect to any of the Commitment Letters shall expire or be terminated or replaced for any reason; increase thereto) at Completion, (ii) any financing source that is a party to a Commitment Letter notifies Purchasers that such source no longer intends to provide financing to Purchasers thereunder; fees and expenses of or payable by the BidCo Group and any Affiliate thereof at Completion, (iii) any other amounts described in Clause 8.1 and (iv) for any reason Purchasers no longer believerepayment or refinancing of any outstanding indebtedness of the Target and/or its subsidiaries under their existing senior facilities agreement and existing senior secured notes, in good faitheach case to the extent contemplated by, or required in connection with the transactions described in the Transaction Documents or the Debt Commitment Letter (such amounts, collectively, the Financing Amounts). 9.3 As of the date of this Agreement, except as would not materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, Equity Investor has no reason to believe that they will be able to obtain any of the financing substantially on conditions to the terms described Acquisition Financing contained in the Debt Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation of the financing contemplated by the Commitment Letters. Purchasers shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent Letter will not be required if such amendment, alteration, replacement satisfied on a timely basis or agreement that the Acquisition Financing will not be available to amend, alter or replace would not reasonably be expected to materially hinder or delay the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereofMidCo 2 at Completion. (b) Seller agrees 9.4 To the extent failure to do so would materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, the Equity Investor shall use its commercially reasonable efforts to provide cause each of its subsidiaries to use their commercially reasonable efforts to take all cooperation actions within their control which are reasonably requested necessary, proper or advisable to obtain by Purchasers Completion funds under the Acquisition Financing sufficient to fund the Financing Amounts at Completion. 9.5 The Equity Investor shall have the right to (a) with the prior consent of Exxx, procure that BidCo Group takes up additional or alternate Acquisition Financing on terms satisfactory to the Equity Investor; (b) negotiate the long form financing documents governing the Debt Commitment and/or any other Acquisition Financing on behalf of the BidCo Group and to procure the conclusion by BidCo Group of such financing documentation; (c) procure that MidCo 2 or any other BidCo Group company amends or terminates the Debt Commitment or the definitive documentation relating thereto (provided that any termination, or any amendment which would materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, shall only be made with the prior consent of Exxx); (d) determine the process, timing and details of any marketing or syndication process in connection with respect of the Acquisition Financing, including any related transaction documentation and marketing materials; (ie) providing accept the final pricing in relation thereto, provided that if the final pricing is to be increased as a result of syndication to an extent which would exceed the maximum pricing parameters in the Debt Commitment documentation, Exxx’s prior consent is required for such increased pricing; (f) accept the final documentation terms in relation thereto; (g) determine the process, timing and causing its advisors to provide all available information reasonably deemed necessary by Purchasers details of any draw down of Acquisition Financing, and determine if and when any BidCo Group company exercises rights or the providers of satisfies any obligation under the debt financing portion documents governing the Acquisition Financing or take any other action in respect of the Acquisition Financing or the Debt Commitment; and/or (h) save as contemplated by paragraphs (a) to (g) above, take or omit to take any other action with respect to the “Debt Commitment and the Acquisition Financing”) , in each case, unless to the extent such action would be reasonably expected to result in BidCo Group becoming unable to complete the syndication Offer on its terms, or to pay the purchase price for the acquisition of any Target shares separately agreed, when due because of a lack of funding, in which case the relevant action requires the prior consent of Exxx. 9.6 Each party shall in good faith reasonably cooperate to implement the Acquisition Financing and provide any reasonable assistance to the Equity Investor in respect of any of the Debt Financingmatters referred to in Clause 9.5. Nothing in this Clause 9.6 shall require any party (or any of their respective officers, including available financial information that is customarily provided in such financings and is deemed necessary by Purchasers directors, managers, employees or other representatives) to provide cooperation to the providers extent it would, or would be reasonably likely to: (a) interfere unreasonably with the business of such Debt Financing for the consummation party; or (b) require such party to take any action that will conflict with or violate any applicable Laws, contracts, organizational documents or current financing arrangements of such Debt Financing; (ii) assisting party. 9.7 The parties acknowledge that Lux FxxXx will, on or following the date of this Agreement, enter into certain hedging arrangements to hedge BidCo Group’s exposure to foreign exchange rate fluctuations in relation to NOK between entry into the preparation hedging arrangements and updating of materials to be used in connection with the Debt Financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessions; and (iii) making the officers and advisors of Seller available from time to time to attend and make presentations regarding their respective business and prospects at one or more meetings of prospective lenders.Completion. Part C: Miscellaneous