Common use of Alternate Debt Financing Clause in Contracts

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letters, then Parent will use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, (i) alternative financing from alternative sources on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the Fee Letters and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financing) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable, on the terms and conditions (including any “flex” provisionsprovisions in any Fee Letter) contemplated in the Debt Commitment LettersLetters and related Fee Letter, then Parent will and Merger Sub shall promptly notify the Company in writing (but in any event within three Business Days after the occurrence or discovery thereof) and Parent and Merger Sub shall use its their respective reasonable best efforts to arrange and obtainto, as promptly as practicable following the occurrence of such event, (i) alternative financing arrange and obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources in an amount sufficient to assure the availability of the amount necessary to pay the Required Amount at the Closing (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and any related Fee Letter, (B) containing conditions to draw, conditions to Closing and related terms that would reasonably be expected to affect the Fee availability thereof that (1) are not more onerous than those conditions and terms contained in the Debt Commitment Letters and in an amount at least equal any related Fee Letter, and (2) would not reasonably be expected to delay the Debt Financing Closing or such unavailable portion thereof, as make the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) Closing materially less likely to occur (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will shall promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and therewith or other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingagreements related thereto) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean means the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” provisionsprovisions in the Debt Fee Letter) contemplated in the Debt Commitment LettersLetter and the Debt Fee Letter, then the Investor shall promptly notify the Parent will in writing and use its commercially reasonable best efforts to arrange and obtainto, as promptly as reasonably practicable following the occurrence of such eventevent (and in any event on or prior to the Closing Date), (i) alternative financing from alternative sources on terms arrange and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the Fee Letters and in an amount at least equal to obtain the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Debt Financing has been increased by a corresponding amount) from the same or alternative sources (the “Alternate Debt Financing”)) in an amount sufficient, when taken with the available portion of the Financing, to fund the Required Amount on the Closing Date; provided, that, in no event shall the Investor be required to, and in no event shall its commercially reasonable efforts be deemed or construed to require it to, obtain alternative financing that includes terms and conditions, taken as a whole, that are materially less favorable than the terms and conditions, taken as a whole, set forth in the Debt Commitment Letter as of the date hereof (taking into account any “market flex” provisions applicable thereto contained in the Debt Fee Letter) or would require it to pay any fees or agree to pay any interest rate amounts or original issue discount, in either case, in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (taking into account any “market flex” provisions applicable thereto contained in the Debt Fee Letters) or which include any conditions to the consummation of such alternative debt financing that would reasonably be expected to make the funding of such alternative debt financing less likely to occur, than the conditions set forth in the Debt Commitment Letter as of the date hereof; provided, further, that such Alternate Debt Financing shall not, without the prior written consent of the Parent contain conditions to funding and conditions to Closing that (1) are more onerous (in a manner adverse to the interests of the Parent and its Subsidiaries) than those conditions and terms contained in the Debt Commitment Letter and Debt Fee Letter or (2) would reasonably be expected to materially impair the Closing or make the Closing less likely to occur, and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, therewith (which may be delivered redacted solely with the fee amounts, respect to fees and other customarily redacted economic provisions (including customary “market flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingterms))) to the CompanyParent. In the event that any New Debt Commitment Letters are obtained, (A) any Any reference in this Agreement to (X) the “Financing Letters,” “Fee Commitment Letters” or the “Debt Commitment LettersLetter” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Letter (and any Debt Fee Letters, as applicable, Letter in connection therewith (which may be redacted solely with respect to fees and other customarily redacted economic provisions (including customary “market flex” terms))) to the extent then in effect; , (Y) the “Commitment Letters” shall refer to such documents as otherwise amended or modified in accordance with the terms of this Agreement, and (BZ) any reference in this Agreement to the “Financing” or means the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and as amended or modified in accordance with the Fee Letters as modified pursuant to the foregoingterms of this Agreement.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisionsprovisions in any Fee Letter) contemplated in the Debt Commitment LettersLetter and the Redacted Fee Letter, then Parent will and Merger Sub shall promptly notify the Company in writing and each of Parent and Merger Sub shall use its reasonable best efforts to arrange and obtainto, as promptly as reasonably practicable following the occurrence of such event, (i) alternative financing obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources on terms terms, conditions (including market flex provisions) and conditions costs not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters Letter and any Fee Letter (provided, that such terms, conditions and costs would not have any of the Fee Letters effects specified in Section 6.5(a)) and in an amount at least equal to the Debt Financing or such unavailable and required portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); Financing”); and (ii) obtain one (1) or more new financing commitment letters with respect to such Alternate Debt Financing (collectively, the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters Letter in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters Letter (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and therewith or other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingagreements related thereto) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any Any reference in this Agreement to (A) the “Financing Letters,” ”, “Fee Debt Financing Letters” or the “Debt Commitment LettersLetter” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, Letter to the extent then in effect; and , (B) any reference the “Financing Letters” and the “Debt Financing Letters” shall refer to such documents as otherwise amended or modified in accordance with the terms of this Agreement to Agreement, and (C) the “Financing” or means the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Financing Letters as amended or modified pursuant to in accordance with the foregoingterms of this Agreement.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any the “flex” provisions) contemplated in by the Debt Commitment Letter and the Fee Letters, then Parent and Borrowers will use its reasonable best efforts to arrange and obtainarrange, as promptly as practicable following the occurrence of such event, to obtain (i) alternative financing from alternative sources on terms and that is subject to conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) Borrowers than those contained in the Debt Commitment Letters Letter and the Fee Letters and in an amount at least equal to that, when taken together with the aggregate amount of the portion of the Debt Financing or such unavailable portion thereof, as that remains available to Borrowers would be sufficient to make the case may be (unless Required Payments at the amount of the Equity Financing has been increased by a corresponding amount) Closing (the “Alternate Debt Financing”); and (ii) one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters will replace the existing Debt Commitment Letters Letter in whole or in part. Parent and/or Borrowers will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, (which may be delivered with the fee amounts, amounts and “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect permit the amount, conditionality, availability imposition of additional conditions precedent or termination the expansion of any existing conditions precedent to the funding of the Alternate Debt FinancingFinancing or the reduction of the aggregate principal amount of the Alternate Debt Financing to be funded at the Closing) entered into by Parent, Borrowers or Merger Sub in connection with such New Debt Commitment Letters) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” provisionsprovisions in any Fee Letter) contemplated in the Debt Commitment Letter and related Fee Letters, then Parent will and Merger Sub shall promptly notify the Company in writing and use its their respective reasonable best efforts to arrange and obtainto, as promptly as reasonably practicable following the occurrence of such eventevent (and in any event on or prior to the Closing Date), (i) alternative financing from alternative sources on terms arrange and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the Fee Letters and in an amount at least equal to obtain the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Debt Financing has been increased by a corresponding amount) from the same or alternative sources (the “Alternate Debt Financing”)) in an amount sufficient, when taken with the available portion of the Financing, to (A) consummate the Closing upon the terms contemplated by this Agreement and (B) pay all other amounts payable by Parent in connection with the consummation of the transactions contemplated by this Agreement; provided that, in no event shall Parent be required to, and in no event shall its reasonable best efforts be deemed or construed to require it to, obtain alternative financing that includes terms and conditions, taken as a whole, that are less favorable to Parent than the terms and conditions, taken as a whole, set forth in the Debt Commitment Letter as of the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related Fee Letters) or would require it to pay any fees or agree to pay any interest rate amounts or original issue discount, in either case, in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related Fee Letters) or which include any conditions to the consummation of such alternative debt financing that would reasonably be expected to make the funding of such alternative debt financing less likely to occur, than the conditions set forth in the Debt Commitment Letter as of the date hereof; provided, further, that such Alternate Debt Financing shall not, without the prior written consent of the Company contain conditions to funding and conditions to Closing that (1) are more onerous (in a manner adverse to the interests of the Company) than those conditions and terms contained in the Debt Commitment Letter and related Fee Letter or (2) would reasonably be expected to materially delay the Closing or make the Closing materially less likely to occur, and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, therewith (which may be delivered redacted solely with the fee amounts, respect to fees and other customarily redacted economic provisions (including customary “market flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingterms)) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any Any reference in this Agreement to (X) the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, (and any fee letter in connection therewith (which may be redacted solely with respect to fees and other customarily redacted economic provisions (including customary “market flex” terms)) to the extent then in effect; , (Y) the “Financing Letters” shall refer to such documents as otherwise amended or modified in accordance with the terms of this Agreement, and (BZ) any reference in this Agreement to the “Financing” or means the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Financing Letters as amended or modified pursuant to in accordance with the foregoingterms of this Agreement.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” the flex provisions) contemplated in the Debt Commitment LettersLetter and the Fee Letter, then Parent will use its reasonable best efforts to arrange and obtainarrange, as promptly as practicable following the occurrence of such event, to (i) obtain alternative financing from alternative sources on terms and conditions not materially less favorable in the aggregate any respect to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the related Fee Letters and Letter in an amount at least equal sufficient, when added to the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) that is available, to pay all Financing Uses (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amountaggregate principal amount committed under the Debt Commitment Letters, conditionality, availability or termination of the Alternate Debt Financing) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.Commitment

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable, on the terms and conditions (including any “flex” provisionsprovisions in any Fee Letter) contemplated in the Debt Commitment LettersLetters and related Fee Letter, then Parent will and Merger Sub shall promptly notify the Company in writing (but in any event within two Business Days after the discovery thereof) and Parent and Merger Sub shall use its their respective reasonable best efforts to arrange and obtainto, as promptly as practicable following the occurrence of such event, (i) alternative financing arrange and obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources in an amount sufficient to fund the Required Amount (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and any related Fee Letter, (B) containing conditions to draw, conditions to Closing and other terms that would reasonably be expected to affect the Fee availability thereof that (1) are not more onerous than those conditions and terms contained in the Debt Commitment Letters and any related Fee Letter, (2) would not reasonably be expected to delay the Closing or make the Closing materially less likely to occur, and (3) in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) Required Amount (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will shall promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and therewith or other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingagreements related thereto) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean means the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if any portion of the Debt Financing becomes unavailable on the terms and conditions (including any the “flex” provisions) contemplated in the Debt Commitment Letters, then Parent will use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such eventevent and at least three Business Days prior to the Termination Date, (i) alternative financing from alternative sources on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the Fee Letters and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, amounts and “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financing) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any the “flex” provisions) contemplated in the Debt Commitment Letters, then Parent will use its reasonable best efforts to arrange and obtainarrange, as promptly as practicable following the occurrence of such event, (i) alternative financing from alternative sources on terms and conditions (including the “flex” provisions) not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the any Fee Letters (after taking into account any “flex” provisions included in any related Fee Letter) and in an amount at least equal sufficient to fund the Debt Financing Required Amount or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information economic terms therein redacted in a customary manner so long as no redaction covers terms that would adversely affect the amountamount (below the Required Amount), conditionality, availability or termination of the Alternate Debt Financing) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable, on the terms and conditions (including any “flex” provisionsprovisions in any Fee Letter) contemplated in the Debt Commitment LettersLetters and related Fee Letter, then Parent will and Merger Sub shall promptly notify the Company in writing (but in any event within three (3) Business Days after the occurrence or discovery thereof) and Parent and Merger Sub shall use its their respective reasonable best efforts to arrange and obtainto, as promptly as practicable following the occurrence of such event, (i) alternative financing arrange and obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources in an amount sufficient to assure the availability of the amount necessary to pay the Required Amount at the Closing (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and any related Fee Letter, (B) containing conditions to draw, conditions to Closing and other terms that would reasonably be expected to affect the Fee availability thereof that (1) are not more onerous than those conditions and terms contained in the Debt Commitment Letters and in an amount at least equal any related Fee Letter, and (2) would not reasonably be expected to delay the Debt Financing Closing or such unavailable portion thereof, as make the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) Closing materially less likely to occur (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will shall promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and therewith or other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingagreements related thereto) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean means the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisionsprovisions in any Fee Letter) contemplated in the Debt Commitment LettersLetter and related Fee Letter, then Parent will and Merger Sub shall promptly notify the Company in writing and use its their respective reasonable best efforts to arrange and obtainto, as promptly as reasonably practicable following the occurrence of such event, (i) alternative financing obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources on terms terms, conditions and conditions costs not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters Letter and related Fee Letter (provided that such terms, conditions and costs would not have any of the Fee Letters effects specified in Section 6.5(a)) and in an amount at least equal to the Debt Financing or such unavailable and required portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters Letter in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters Letter (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and therewith or other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingagreements related thereto) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any Any reference in this Agreement to (X) the “Financing Letters,” “Fee Letters” or the “Debt Commitment LettersLetter” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, Letter to the extent then in effect; , (Y) the “Financing Letters” shall refer to such documents as otherwise amended or modified in accordance with the terms of this Agreement, and (BZ) any reference in this Agreement to the “Financing” or means the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Financing Letters as amended or modified pursuant to in accordance with the foregoingterms of this Agreement.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable on the terms and conditions (including any “flex” provisionsprovisions in the Fee Letter) contemplated in the Debt Commitment Letters, then Parent will promptly notify the Company in writing (but in any event within three Business Days after the occurrence or discovery thereof) and Parent and Merger Sub will use its their respective reasonable best efforts to arrange and obtainto, as promptly as practicable following the occurrence of such event, (i) alternative financing arrange and obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources in an amount sufficient to assure the availability of the amount necessary to pay the Required Amount at the Closing (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) any material respect than those contained in the Debt Commitment Letters and the related Fee Letter, (B) containing conditions to draw, conditions to Closing and related terms that (1) are not more onerous than those conditions contained in the Debt Commitment Letters and in an amount at least equal (2) would not reasonably be expected to delay the Debt Financing Closing or such unavailable portion thereof, as make the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) Closing materially less likely to occur (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewiththerewith or other agreements related thereto, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long subject to redaction as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingpermitted by Section 4.11(a)) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean means the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable on the terms (unless acceptable to Parent) and conditions (including any “flex” provisionsprovisions in the Fee Letter) contemplated in the Debt Commitment Letters, then Parent will promptly notify the Company in writing. Upon the occurrence of any circumstance referred to in the preceding sentence, Parent and Merger Sub will use its their respective reasonable best efforts to arrange and obtainto, as promptly as reasonably practicable following the occurrence of such event, (i) alternative financing arrange and obtain the Debt Financing or such portion of the Debt Financing from the same or Table of Contents alternative sources in an amount sufficient to assure the availability of the amount necessary to pay the Required Amount at the Closing (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) any material respect than those contained in the Debt Commitment Letters and the related Fee Letter (including any “flex” provisions) and (B) containing conditions to draw, conditions to Closing and related terms that (1) are not materially more onerous than those conditions contained in the Debt Commitment Letters and (2) would not reasonably be expected to materially delay the Closing or make the Closing materially less likely to occur and which shall not, in an amount at least equal to the Debt Financing or such unavailable portion thereofany event, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) contain any Prohibited Terms (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewiththerewith or other agreements related thereto, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long subject to redaction as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingpermitted by Section 4.11(a)) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean means the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing, it being understood that if Parent and Merger Sub proceed with any Alternate Debt Financing, the parties hereto shall be subject to the same obligations with respect to such Alternate Debt Financing as set forth in this Agreement with respect to the Debt Financing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” the flex provisions) contemplated in the Debt Commitment Letters, then Parent will use its reasonable best efforts to arrange and obtainarrange, as promptly as practicable following the occurrence of such eventevent (and in any event no later than the date on which the Marketing Period expires), to (i) obtain alternative financing from alternative sources on terms not materially worse and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the related Fee Letters Letter and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financing) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean means the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if any portion of the Debt Financing becomes unavailable on the terms and conditions (including any the “flex” provisions) contemplated in the Debt Commitment Letters, then Parent will use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, (i) alternative financing from the same or alternative sources on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the Fee Letters and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), in each case, or other terms reasonably satisfactory to Parent, which New Debt Commitment Letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, amounts and “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financing) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” provisionsprovisions in any Fee Letter) contemplated in the Debt Commitment Letter and related Fee Letters, then Parent will and Merger Sub shall promptly notify the Company in writing and use its their respective reasonable best efforts to arrange and obtainto, as promptly as reasonably practicable following the occurrence of such eventevent (and in any event on or prior to the Closing Date), (i) alternative financing from alternative sources on terms arrange and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters and the Fee Letters and in an amount at least equal to obtain the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Debt Financing has been increased by a corresponding amount) from the same or alternative sources (the “Alternate Debt Financing”)) in an amount sufficient, when taken with the available portion of the Financing, to (A) consummate the Closing upon the terms contemplated by this Agreement and (B) pay all other amounts payable by Parent in connection with the consummation of the transactions contemplated by this Agreement; provided that, in no event shall Parent be required to, and in no event shall its reasonable best efforts be deemed or construed to require it to, obtain alternative financing that includes terms and conditions, taken as a whole, that are less favorable to Parent than the terms and conditions, taken as a whole, set forth in the Debt Commitment Letter as of the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related Fee Letters) or would require it to pay any fees or agree to pay any interest rate amounts or original issue discount, in either case, materially in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related Fee Letters) or which include any conditions to the consummation of such alternative debt financing that would reasonably be expected to make the funding of such alternative debt financing less likely to occur, than the conditions set forth in the Debt Commitment Letter as of the date hereof; provided, further, that such Alternate Debt Financing shall not, without the prior written consent of the Company contain conditions to funding and conditions to Closing that (1) are more onerous (in a manner adverse to the interests of the Company) than those conditions and terms contained in the Debt Commitment Letter and related Fee Letter or (2) would reasonably be expected to materially delay the Closing or make the Closing materially less likely to occur, and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment LettersLetter”), which New Debt Commitment Letters Letter will replace the existing Debt Commitment Letters Letter in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters Letter (and any fee letter in connection therewith, therewith (which may be delivered redacted solely with the fee amounts, respect to fees and other customarily redacted economic provisions (including customary “market flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingterms))) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any Any reference in this Agreement to (X) the “Financing Letters,” “Fee Letters” or the “Debt Commitment LettersLetter” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, Letter (and any fee letter in connection therewith (which may be redacted solely with respect to fees and other customarily redacted economic provisions (including customary “market flex” terms)) to the extent then in effect; , (Y) the “Financing Letters” shall refer to such documents as otherwise amended or modified in accordance with the terms of this Agreement, and (BZ) any reference in this Agreement to the “Financing” or means the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters and the Fee Financing Letters as amended or modified pursuant to in accordance with the foregoingterms of this Agreement.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment LettersLetter and related Fee Letter, then Parent will and Merger Sub shall promptly notify the Company in writing and use its their respective reasonable best efforts to arrange and obtainto, as promptly as reasonably practicable following the occurrence of such event, (i) arrange and obtain alternative debt financing to the Debt Financing or such portion of the Debt Financing that has become unavailable from the same or alternative sources (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) in the aggregate to Parent and Merger Sub than those contained in the Debt Commitment Letters Letter and related Fee Letter, (B) containing conditions to draw, conditions to Closing and other terms that would not reasonably be expected to delay the Fee Letters Closing or make the Closing less likely to occur, and (C) in an amount at least equal to the Debt Financing contemplated to be funded at the Closing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, (which may be delivered redacted with respect to the fee amounts, “flex” terms amounts and other commercially sensitive information redacted in a customary manner economic and commercial terms so long as no redaction covers amounts or terms that would adversely affect the amount, conditionality, availability enforceability, availability, termination or termination aggregate principal amount of the Alternate Debt FinancingFinancing on the Closing Date) in connection therewith or other agreements related thereto) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any Any reference in this Agreement to (x) the “Financing Letters,” “Fee Letters” or the “Debt Commitment LettersLetter” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters Letter (and any fee letter in connection therewith or Fee Letters, as applicable, other agreements related thereto) to the extent then in effect; , (y) the “Financing Letters” shall refer to such documents as otherwise amended or modified in accordance with the terms of this Agreement, and (Bz) any reference in this Agreement to the “Financing” or means the “Debt Financing” will mean the debt financing contemplated by the Financing Letters as amended or modified in accordance with the terms of this Agreement, in each case, other than with respect to Parent’s and Merger Sub’s representations set forth in Section 4.12(a) with respect to the Debt Commitment Letters Letter and the Fee Letters as modified pursuant to the foregoingDebt Financing.

Alternate Debt Financing. In furtherance and not in limitation of the foregoing provisions, if If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” the market flex provisions) contemplated in the Debt Commitment Letters, then Parent will use its reasonable best efforts to arrange and obtainarrange, as promptly as practicable following the occurrence of such event, to (i) obtain alternative financing from alternative financing sources on with terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub (as determined by Parent in good faith) than those contained in the Debt Commitment Letters Letter and on terms as are reasonably available for financings of the Fee Letters type contemplated by the Debt Commitment Letter in the debt markets at such time and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (unless the amount of the Equity Financing has been increased by a corresponding amount) (the “Alternate Debt Financing”); and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters new letters will replace the existing Debt Commitment Letters in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternate Debt Financingconsistent with Section 4.11(a) hereof) to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Financing Letters,” “Fee Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters and Fee Letters, as applicable, to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters or Fee Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean includes the debt financing contemplated by the Debt Commitment Letters and the Fee Letters as modified pursuant to the foregoing.