Common use of Buyer Financing Clause in Contracts

Buyer Financing. (a) Subject to Section 1.7 hereto, Buyers shall use their reasonable best efforts to arrange and to consummate the Debt Financing as soon as reasonably practicable after the date of this Agreement on the terms described in the Debt Commitment Letter and Fee Letter, which shall include using their reasonable best efforts (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter and Fee Letter (the “Financing Agreements”), (iii) to satisfy on a timely basis all conditions that are within its control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms of the Debt Commitment Letter and Fee Letter; provided, however, that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is still available and funds to be supplied by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financing.

Buyer Financing. (a) Subject Buyer shall and shall cause its Affiliates to Section 1.7 hereto, Buyers shall use their reasonable best efforts to arrange take, or cause to be taken, all actions, and to do, or cause to be done all things necessary, customary or advisable to consummate the Debt Financing contemplated by the Financing Commitments on the terms and conditions described therein as soon as reasonably practicable after following the date of this Agreement on hereof (taking into account the terms described in the Debt Commitment Letter and Fee LetterMarketing Period), which shall include including using their reasonable best efforts to (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter Financing Commitments in accordance with the terms and subject to the conditions thereofthereof (as may be modified pursuant to the terms of the Debt Commitment Letters), provided that there will be no obligation to extend the duration of such Financing Commitments beyond their initial terms; (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on Financing Commitments in accordance with the terms and conditions (including any related “flex” provisions) set forth in the Debt Commitment Letter Letters or on such other terms and Fee Letter (the “Financing Agreements”), (iii) conditions acceptable to satisfy on a timely basis all Buyer so long as such terms and conditions that are within its control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter and do not include any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms of the Debt Commitment Letter and Fee Letter; provided, however, that if funds in the amounts and on the terms additional conditions other than those set forth in the Debt Commitment Letter and Fee Letter become unavailable Letters that would reasonably be expected to the Buyers on the terms and conditions set forth thereinmaterially impair, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion delay or prevent consummation of the Debt Financing, and entering into such definitive agreements, (iii) satisfy on a prompt and timely basis all the conditions to the Financing that is still available (and funds to be supplied complying with all the obligations) contemplated by the Buyers Financing Commitments to the extent such conditions (or their Affiliates)and obligations) relate to Buyer and are in Buyer’s of any Affiliate of Buyer’s control, including by seeking a waiver (if deemed advisable by Buyer) of any applicable conditions, (iv) if the conditions to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation availability of the transactions contemplated Financing have been satisfied or waived, cause the funding of the facilities under this Agreement, including all the Financing Commitments and (v) otherwise comply with Buyer’s covenants and other obligations under the Financing Commitments and the definitive agreements related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financing.

Buyer Financing. (a) Subject Upon the entry into a Debt Financing Commitment, Buyer shall, and shall cause each of its Designated Affiliates to, use their respective reasonable best efforts to Section 1.7 heretotake, Buyers shall or cause to be taken, all actions, and use their reasonable best efforts to arrange do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and to consummate the Debt Financing as soon as reasonably practicable after the date of this Agreement on the terms described in the Debt Commitment Letter and Fee Letter, which shall include using their reasonable best efforts (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing debt financing contemplated by the Debt Financing Commitment Letter that is being obtained by Buyer in connection with the Acquisition and the other transactions contemplated thereby (the “Debt Financing”) on a timely basis (but in any event no later than the Closing Date) on the terms and conditions set forth described in the Debt Commitment Letter Financing Commitments, including using their respective reasonable best efforts to (i) comply with their respective obligations under the Debt Financing Commitments, (ii) maintain in effect (and Fee Letter not cause, suffer or allow the amendment of) the applicable Debt Financing Commitments (except to the “extent Alternative Financing Agreements”is obtained in an amount sufficient to consummate the transactions contemplated by this Agreement on the Closing Date), (iii) negotiate, enter into, execute and deliver to satisfy the applicable Debt Financing Sources the Debt Financing Documents on a timely basis all conditions that are within its control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyersbasis, (iv) satisfy (and cause each Designated Affiliate to comply with its material obligations under satisfy) or obtain a waiver of (or cause each Designated Affiliate to obtain a waiver of), in each case on or prior to the Closing Date, all conditions applicable to Buyer contained in the Debt Commitment LetterFinancing Commitments (or any Debt Financing Documents), including the Fee Letter and payment of any related documentscommitment, engagement or placement fees required as a condition to the Debt Financing, (v) upon satisfaction of such conditions and the conditions set forth in Section 4.1 and Section 4.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), enforce all of their respective rights under the Debt Commitment Letter, Fee Letter Financing Commitments (and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the all Debt Financing Sources Documents) and (vi) to consummate the Debt Financing at or prior to the Closing if such Date, but in no event later than the End Date (it being understood that it is not a condition to Closing and/or any of Buyer’s obligations under this Agreement for Buyer to obtain the Debt Financing) and (vi) comply with their respective covenants or other obligations pursuant to the Debt Financing is available Commitments and the Debt Financing Documents to be complied with on or prior to the Closing Date. Upon written request by Seller, Buyer shall let Seller know of the status of its efforts to arrange the Debt Financing in accordance reasonable detail (including providing Seller with copies of all requested Debt Financing Documents). Prior to the terms Closing Date, Buyer shall give Seller written notice not more than two (2) Business Days (i) following discovery by Buyer or any Designated Affiliate (or knowledge of) of (x) any breach, default (or any event of circumstance that, with notice or lapse of time or both, could reasonably be expected to give rise to any breach or default) of, cancellation or termination of, or repudiation by any party thereto of, any of the Debt Financing Commitments or Debt Financing Documents or (y) the receipt by Buyer of any written notice or communication from any Qualified Financial Institutions with respect to any actual or threatened breach, default, cancellation, termination or repudiation by any Debt Financing Source of any Debt Financing Commitment Letter and Fee Letter; provided, however, or Debt Financing Document or (ii) if for any reason Buyer at any time believes that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts it will not be able to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account all or any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is still available and funds to be supplied on the terms, in the manner or from the sources contemplated by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Commitments or any Debt Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative FinancingDocument.

Buyer Financing. (a) Subject to Section 1.7 hereto, Buyers Buyer shall use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and to consummate the Debt Financing as soon as reasonably practicable after the date of this Agreement on the terms and conditions described in or contemplated by the Debt Commitment Letter and Fee LetterFinancing Commitments (including complying with any request exercising so-called “flex” provisions contained therein), which shall include including using their reasonable best efforts to (i) to maintain in full force and effect the Debt Commitment Letter Financing Commitments (as such terms and Fee Letter conditions may be modified or adjusted in accordance with the terms thereof and subject within the limits of the “flex” provisions therein) until the Closing; provided, however, that for the avoidance of doubt and notwithstanding the foregoing, (A) Buyer may amend, replace, supplement or modify the Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Financing Commitments as of the date hereof, and (B) Buyer may amend, supplement or modify the Debt Financing Commitments in accordance with the “flex” provisions contained therein or amend, replace, supplement, modify or waive any provision under the Debt Financing Commitment or the definitive agreements relating to the Debt Financing if such amendment, replacement, supplement, modification or waiver does not (x) decrease the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required to consummate the purchase of the Shares on the Closing Date and make the other payments required to be made by Buyer or any of its Affiliates hereunder on the Closing Date, in each case, that is not otherwise compensated for by an increase in the Equity Financing, (y) impose new or additional conditions thereofor otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would (I) reasonably be expected to prevent or materially delay the Closing, (II) make the timely funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (III) materially and adversely impact the ability of Buyer to enforce its rights against the other parties to the Debt Financing Commitments or the ability of Buyer, the Company or Seller to enforce its rights against the Buyer Guarantor under the Equity Financing Commitment, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter and Fee Letter satisfy (the “Financing Agreements”), (iiior obtain waivers to) to satisfy on a timely basis all conditions that are within its control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that funding in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources Commitments and such definitive agreements to be entered into pursuant thereto (viincluding by consummating the Equity Financing substantially concurrently therewith), (iii) to consummate negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms of the Debt Commitment Letter and Fee Letter; provided, however, that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable Commitments (subject to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account exercise of any “flex” provisions in the Fee Lettercontained therein) to Buyer (the “Alternative Financing”) in an amount sufficient, when added on or prior to the portion of Closing Date and (iv) enforce its rights under the Debt Financing that is still available and funds Commitments. To the extent requested by Seller from time to be supplied by time, Buyer shall keep Seller informed on a reasonably current basis of the Buyers status of its efforts to arrange the Financing (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financing).

Buyer Financing. (a) Subject to the terms and conditions of this Section 1.7 hereto5.12, Buyers the Buyer shall use their its reasonable best efforts to arrange and to consummate the Debt Financing as soon promptly as reasonably practicable after the date of this Agreement on the terms described and in the Debt Commitment Letter and Fee Letter, which shall include using their reasonable best efforts (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter a timely fashion substantially on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (a) maintain in effect the commitment for the Financing set forth in the Commitment Letters, (b) negotiate and execute definitive agreements with respect thereto on substantially the terms and conditions contemplated by the Commitment Letters (including any flex terms in the Debt Commitment Letter and Fee Letter (the “Financing Agreements”Letters), (iiic) satisfy or obtain consent to waive (and cause its Affiliates to satisfy or obtain consent to waive), on a timely basis basis, all conditions applicable to the Buyer and its Affiliates in such Commitment Letters and the definitive agreements related thereto that are within its their control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vid) upon the satisfaction or waiver of all the conditions precedent under Article VI, consummate or cause to consummate the Debt Financing at or prior to Closing. Notwithstanding anything herein to the Closing if such Debt Financing is available in accordance with contrary, prior to the terms Closing, the Buyer shall not, without the prior written consent of the Seller, permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing or CDIB Financing is increased by an equivalent amount such that the aggregate funds that would be available to the Buyer at the Closing (taking into account the financing contemplated by the Equity Commitment Letter and Fee the CDIB Commitment Letter) would not be sufficient to consummate the transactions contemplated hereby to occur on the Closing Date; and (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to materially delay or prevent the Closing; provided, however, that if funds the Buyer shall have the right without requiring any consent of the Seller to (A) add or replace arrangers, bookrunners, agents or similar entities, (B) increase the amount of Debt Financing or replace or reallocate one or more facilities with one or more new facilities or modify one or more facilities to replace, reallocate or otherwise modify the Debt Commitment Letter in a manner that would not reasonably be expected to prevent or materially delay the availability of the Debt Financing on the Closing Date, (C) correct typographical errors, and (D) modify pricing and implement or exercise any of the “market flex” provision in the amounts Debt Commitment Letter. Notwithstanding anything herein to the contrary, prior to the Closing, the Buyer shall not, without the prior written consent of the Seller, permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letters. Subject to the terms and conditions of this Section 5.12, if any portion of the Debt Financing becomes unavailable on the terms set forth and conditions (including any applicable flex terms) contemplated in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain (other than as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is still available and funds to be supplied by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy result of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financing.57

Buyer Financing. (a) Subject to Section 1.7 heretoBuyer shall, Buyers and shall cause its Subsidiaries to, use their its reasonable best efforts to arrange and obtain, or cause to consummate be obtained, the Debt Financing as soon as reasonably practicable after the date of this Agreement on the terms terms, and conditions, described in the Debt Commitment Letter and Fee LetterFinancing Commitments, which shall include including using their its reasonable best efforts to (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to promptly negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contained in the Debt Financing Commitment (including any market flex provisions) or on the terms that, taken as a whole, are no less favorable to Buyer than the terms contained in the Debt Financing Commitment (including any “flex” provisions applicable thereto), in each case which terms shall not in any respect (A) expand on or modify in any manner (other than by a waiver of) the conditions to the funding of the Financing at the Closing without the consent of Seller (such consent not to be unreasonably withheld, delayed or conditioned), or (B) reduce the aggregate amount of the Financing available to be funded on the Closing Date (or in the event the Closing Date is January 1, 2016, then to be funded on January 4, 2016) unless such amount is replaced with an amount of new equity financing on conditions no less favorable to Seller than the terms set forth in the Debt Commitment Letter and Fee Letter Financing Commitments for the Equity Financing included in the Financing as of the Agreement Date (the “Financing Agreements”), (iiiii) to satisfy (or obtain a waiver of) on a timely basis or cause the satisfaction (or waiver) on a timely basis of all conditions that are within its control to in the Debt Commitment Letter, Fee Letter Financing Commitments and the Financing Agreements applicable to Buyer that are applicable to be satisfied by Buyer to consummate the Financing at or prior to the BuyersClosing, (iii) consummate the Financing on or prior to the date on which the Closing is required to occur pursuant to Section 8.1, (iv) to enforce its rights under the Financing Commitments and Financing Agreements, including through litigation pursued in good faith and (v) comply with its material obligations under the Debt Commitment LetterFinancing Commitments. For the avoidance of doubt, the Fee Letter Buyer acknowledges and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms of the Debt Commitment Letter and Fee Letter; provided, however, agrees that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account any “flex” provisions in the Fee Letterx) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the all or a portion of the Debt Financing that is still available and funds structured as high yield debt or contemplated to be supplied sold pursuant to a Rule 144A transaction has not been issued or sold on or prior to the Closing Date, (y) all conditions precedent to Buyer’s obligations hereunder shall have been satisfied or waived (other than those conditions that by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required nature are to be paid satisfied at the Closing) and (z) the bridge financing contemplated by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and Commitment is available, Buyer shall use its reasonable best efforts to cause the representations and warranties proceeds of the Buyers set forth bridge financing to finance, in part, the Required Amount to allow the Closing to occur when it would be scheduled to occur pursuant to Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financing8.1.

Buyer Financing. The Buyer has delivered to ARC true and complete copies of (a) Subject executed commitment letters (the “Debt Financing Commitments”), pursuant to Section 1.7 heretowhich the lender party thereto has agreed, Buyers shall use their reasonable best efforts subject to arrange the terms and conditions set forth therein, to consummate provide the debt financing contemplated thereby (the “Debt Financing”) and (b) executed equity commitment letters (the “Equity Financing Commitments” and, together with the Debt Financing as soon as reasonably practicable after Commitments, the “Financing Commitments”), including an Equity Financing Commitment with a party not affiliated with the Farallon Guarantor (the “Third Party Equity Commitment”), in each case pursuant to which each committing party has agreed, subject to the terms and conditions set forth therein, to provide the equity financing contemplated thereby (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Financing Commitments have not been amended or modified prior to the date of this Agreement on hereof, and the terms described commitments contained in the Debt Commitment Letter and Fee LetterFinancing Commitments have not been withdrawn or rescinded in any respect as of the date hereof. As of the date hereof, which shall include using their reasonable best efforts (i) to maintain the Financing Commitments are in full force and effect effect. As of the Debt Commitment Letter and Fee Letter in accordance with the terms and subject date hereof, there are no conditions precedent or other contingencies related to the conditions thereoffunding of the full amount of the Financing, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing other than as set forth in or contemplated by the Debt Commitment Letter on Financing Commitments. Subject to the terms and conditions set forth in the Debt Commitment Letter and Fee Letter (Financing Commitments, the “Financing Agreements”), (iii) aggregate proceeds to satisfy on a timely basis all conditions that are within its control be disbursed pursuant to the Debt Commitment Letter, Fee Letter and agreements contemplated by the Financing Agreements that are applicable to Commitment, together with the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter Buyer’s cash and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing cash equivalents on hand at the Closing if such Debt Financing is available in accordance with the terms time of the Debt Commitment Letter and Fee Letter; providedClosing, however, that if funds in will be sufficient for the amounts and on Buyer to pay the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is still available and funds to be supplied by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement Final Purchase Price and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid payable by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”)Buyer. If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and The Buyer has no reason as of the date hereof to believe that any of the obtaining conditions to the Financing contemplated by the Financing Commitments within its control will not be satisfied or and has no expectation as of the Alternative date hereof that the Financing with will not be made available to the same effect as though made Buyer on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative FinancingClosing Date.

Buyer Financing. (a) Subject to Section 1.7 hereto, Buyers Buyer shall use their reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to, as promptly as possible, (a) satisfy, or cause to be satisfied, on a timely basis all conditions applicable to Buyer under the Commitment Letter, (b) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter or on other terms that are acceptable to the Debt Financing Source and (c) upon the satisfaction or waiver of the conditions set forth in the Commitment Letter, consummate the Debt Financing as soon as reasonably practicable after the date of this Agreement on the terms described in the Debt Commitment Letter and Fee Letter, which at or prior to Closing. Buyer shall include using their reasonable best efforts give Seller prompt written notice (i) of any breach or default by any party to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereofor other Debt Document of which Buyer becomes aware, (ii) to negotiate if and execute all definitive agreements with respect to when Buyer becomes aware that any portion of the Debt Financing contemplated by the Debt Commitment Letter may not be available for the Financing Purposes, (iii) of the receipt of any written communication regarding an actual or potential breach or default by any party to the Commitment Letter or other Debt Documents, (iv) of any material dispute or disagreement between or among any parties to the Commitment Letter or other Debt Documents and (v) of any expiration or termination of the Commitment Letter or other Debt Document. If any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions set forth contemplated in the Debt Commitment Letter and Fee Letter (the “Financing Agreements”), (iii) to satisfy on a timely basis all conditions that are within its control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms of the Debt Commitment Letter and Fee Letter; provided, however, that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers Buyer shall use their reasonable best efforts to arrange to obtain as promptly as practicable, alternative debt financing on terms no less favorable financing, including from alternative sources, in an amount sufficient to consummate the aggregate transactions contemplated by this Agreement and the Transaction Documents and to satisfy the other Financing Purposes (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added as promptly as practicable following the occurrence of such event and the provisions of this Section 6.19 shall be applicable to the Alternative Financing, and, for the purposes of Section 5.05, all references to the Debt Financing shall be deemed to include such Alternative Financing and all references to the Commitment Letter or other Debt Documents shall include the applicable documents for the Alternative Financing. Buyer shall (A) comply in all material respects with the Commitment Letter and each definitive agreement with respect thereto (collectively, with the Commitment Letter, the “Debt Documents”), and (B) not permit, without the prior written consent of Seller, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, any Debt Document or the fee letter referred to in the Commitment Letter that (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected to (1) reduce the aggregate amount of the Debt Financing under any Debt Document (including by changing the amount of fees to be paid or original issue discount thereof) below the amount necessary to consummate the transactions contemplated by this Agreement and the Transaction Documents and to satisfy the other Financing Purposes, or (2) impose any new or additional material condition, or otherwise amend, modify or expand any condition in any material respect, to the receipt of any portion of the Debt Financing in a manner that is still available and funds would reasonably be expected to be supplied by (x) delay or prevent the Buyers Closing, (y) make the funding of any portion of the Debt Financing (or their Affiliates), satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur or (z) adversely impact the ability of Buyer to consummate the transactions contemplated under by this Agreement and to pay or any other amounts required to be paid by Transaction Document or the Buyers and their Affiliates in connection with likelihood of the consummation of the transactions contemplated under by this AgreementAgreement and the Transaction Documents. Until the Closing, including all related fees Buyer shall keep Seller reasonably informed on a current basis and expenses in reasonable detail of the status of its efforts to be paid consummate the Debt Financing. Notwithstanding the foregoing, compliance by the Buyers and their Affiliates and to provide the Sellers Buyer with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect 6.19 shall not relieve Buyer of its obligation to consummate the transactions contemplated by this Agreement and the Transaction Documents, whether or not the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financingis available.

Buyer Financing. (a) Subject to Section 1.7 hereto, Buyers The Buyer Parent shall use their commercially reasonable best efforts to arrange satisfy the requirements of the Debt Commitment Letters that are within its control and to consummate obtain the Debt Financing as soon as reasonably practicable after the date of this Agreement funding contemplated by and on the terms described contained therein. If the Debt Commitment Letters are terminated or the funding contemplated thereby shall not otherwise be available, the Buyer Parent shall, if requested in writing by the Sellers' Representative within five (5) Business Days of the date on which the Debt Commitment Letters are terminated or the funding contemplated thereby shall not otherwise be available, seek alternative source(s) for the Required Debt Financing. If such request is made, the Buyer Parent shall use commercially reasonable efforts to find alternative financing and enter into commitment letters reflecting such alternative financing in form and substance that is no less favorable to the Buyer Parent, the Buyer and the Acquired Companies (from and after the Closing) to that provided in the Debt Commitment Letter Letters and Fee Letterotherwise reasonably acceptable to the Sellers' Representative, a copy of which shall include using their reasonable best efforts be attached hereto (iother than fee letters which shall not be provided) to maintain in full force and effect replace the Debt Commitment Letter Letters and Fee Letter in accordance with incorporated herein (the terms and subject "REPLACEMENT DEBT COMMITMENT LETTERS"), which Replacement Debt Commitment Letters shall be delivered to the conditions thereof, (ii) to negotiate and execute all definitive agreements with respect to Sellers' Representative promptly following the Debt Financing contemplated execution by the parties thereto. Following the date hereof, any amendment, termination or cancellation of any Debt Commitment Letter on or Replacement Debt Commitment Letters or any information known to the terms and conditions Buyer that makes it reasonably likely that the financing set forth in the Debt Commitment Letter and Fee Letter (the “Financing Agreements”), (iii) to satisfy on a timely basis all conditions that are within its control Letters or Replacement Debt Commitment Letters will not be obtained shall be promptly disclosed to the Debt Commitment LetterSellers' Representative. If any Lender fails to fund any such financing, Fee Letter and the Financing Agreements that are applicable Buyer shall request such Lender to communicate in writing directly to the Buyers, (iv) to comply with its material obligations under Sellers' Representative the Debt Commitment Letter, the Fee Letter circumstances and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms of the Debt Commitment Letter and Fee Letterreasons therefor; provided, however, that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account failure of any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is still available and funds to be supplied by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and Lender to provide the Sellers with such communication shall not be deemed a copy breach of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financingcovenant by Buyer.

Buyer Financing. (a) Subject Buyer has, on or prior to Section 1.7 hereto, Buyers shall use their reasonable best efforts to arrange and to consummate the Debt Financing as soon as reasonably practicable after the date of this Agreement on hereof, entered into subscription agreements (the terms described in "BUYER SUBSCRIPTION AGREEMENTS"), pursuant to which the Debt Commitment Letter and Fee Lettersubscribers thereunder (the "BUYER INVESTORS") have agreed, which shall include using their reasonable best efforts (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contained in the Buyer Subscription Agreements, to contribute all shares of Company Common Stock that they singularly or together have the sole power to dispose of, for shares of common stock of Buyer. Buyer has, on or prior to the date hereof, entered into one or more commitment letters (the "PREFERRED STOCK COMMITMENT LETTERS"), pursuant to which the proposed purchasers thereunder (the "PREFERRED STOCK INVESTORS" and, together with the Buyer Investors, the "EQUITY INVESTORS") have agreed, subject to the terms and conditions contained in the Preferred Stock Commitment Letters, to provide an aggregate of up to $24.25 million of funds to Buyer in cash for shares of preferred and common stock of Buyer, which shares of preferred stock will contain terms substantially the same as those set forth in the Debt Preferred Stock Commitment Letter and Fee Letter Letters (the “Financing Agreements”), (iii) to satisfy on a timely basis all conditions that are within its control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers as such terms may be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available amended in accordance with the terms of the Preferred Stock Commitment Letters and SECTION 6.13 hereof prior to the Effective Time). The financing to be provided to Buyer pursuant to the Buyer Subscription Agreements and the Preferred Stock Commitment Letters is sometimes referred to herein as the "EQUITY FINANCING." Buyer has, on or prior to the date hereof, entered into a commitment letter (the "SENIOR DEBT COMMITMENT LETTER" and, together with the Buyer Subscription Agreements, the Preferred Stock Commitment Letters, the "BUYER COMMITMENT LETTERS" and, together with the Company Commitment Letters, the "COMMITMENT LETTERS"), with Provident Bank (the "SENIOR LENDER") pursuant to which the Senior Lender has committed, subject to the conditions contained in the Senior Debt Commitment Letter and Fee Letter; provided, howeverto provide an aggregate of up to $50 million to Buyer in a senior secured credit financing to Buyer, that if funds in which senior secured credit financing will contain terms substantially the amounts and on the terms same as those set forth in the Senior Debt Commitment Letter (as such terms may be amended in accordance with the terms thereof and Fee Letter become unavailable SECTION 6.13 hereof prior to the Buyers on Effective Time) (the terms "SENIOR DEBT FINANCING" and conditions set forth thereintogether with the Company Financing, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable"DEBT FINANCING" and, alternative debt financing on terms no less favorable in the aggregate (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is still available and funds to be supplied by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection together with the consummation of Equity Financing, the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”"FINANCING"). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the The Senior Debt Financing and the representations and warranties Equity Financing are sometimes referred to herein as the "BUYER FINANCING." As of the Buyers date hereof, to the Buyer's knowledge none of the letters relating to the Financing referred to above has been withdrawn and Buyer does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in Section 3.6 shall be true and correct in all material respects on and as of the date of letters relating to the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financingnot being satisfied.

Buyer Financing. (a) Subject to Section 1.7 hereto, Buyers Buyer shall use their its commercially reasonable best efforts to arrange and to consummate the Debt Financing as soon promptly as reasonably practicable after the date of this Agreement practicable, on substantially the terms and conditions described in the Debt Commitment Letter and Fee LetterFinancing Commitments, which shall include including using their commercially reasonable best efforts to (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and execute all finalize definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter substantially on the terms and conditions set forth contained in the Debt Commitment Letter and Fee Letter (the “Financing Agreements”)Commitments, (iiiii) to satisfy on a timely basis all conditions applicable to Buyer in such definitive agreements that are within its the control to the Debt Commitment Letter, Fee Letter of Buyer (or any Affiliate of Buyer) and the Financing Agreements that are applicable to the Buyers, (iviii) to comply with its material obligations under the Debt Commitment Letter, Financing Commitments. In the Fee Letter and event any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms portion of the Debt Commitment Letter and Fee Letter; provided, however, that if funds in Financing becomes unavailable from any of the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable counterparties to the Buyers Financing Commitments on substantially the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable contemplated in the aggregate (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficientFinancing Commitments, when added to the and such portion of the Debt Financing that is still available and funds to be supplied by the Buyers (or their Affiliates), reasonably required to consummate the transactions contemplated under by this Agreement Agreement, Buyer shall promptly notify Newpark and shall use its commercially reasonable efforts to pay any other amounts required arrange and obtain alternative financing from alternative sources on terms substantially similar to be paid by those contained in the Buyers and their Affiliates in connection with the consummation of Financing Commitments that will still enable Buyer to consummate the transactions contemplated under by this AgreementAgreement as promptly as practicable following the occurrence of such event, including but no later than the Termination Date. Buyer shall deliver to Newpark true and complete copies of all related fees and expenses agreements pursuant to be paid by the Buyers and their Affiliates and which any such alternative source shall have committed to provide Buyer with any portion of the Sellers Financing. Buyer shall promptly provide Newpark with a copy true, complete and correct copies of a new financing commitment that provides for such Alternative any amendment, replacement, supplement or other modification or waiver of the Financing Commitments or any definitive agreement relating to the Financing and shall keep Newpark reasonably apprised of material developments relating to the Financing. Without limiting the generality of the foregoing, Buyer shall give Newpark prompt notice (the “Alternative x) of any material breach or default under any Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject or any definitive agreement related to the same obligations as set forth Financing by any party thereto of which Buyer becomes aware and (y) of the receipt of any written notice or other written communication, in this Section 4.7(a) each case from any Financing source with respect to the Debt Financing and the representations and warranties any actual or potential breach, default, termination or repudiation of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as any provisions of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include or any definitive agreements with respect agreement related to such Alternative Financingthe Financing by any party thereto.

Buyer Financing. (a) Subject to Section 1.7 hereto, Buyers Buyer shall (i) use their its reasonable best efforts to arrange take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing as soon as reasonably practicable after described in the date of this Agreement Commitment Letters on the terms and conditions described in the Commitment Letters (including the exercise of so-called “flex” provisions in the fee letter related to the Secured Debt Commitment Letter and Fee Letter) as promptly as practicable (taking into account the Marketing Period), which shall include including using their reasonable best efforts to (iA) to maintain in full force and effect the Debt Commitment Letter Letters until consummation of the transactions contemplated by this Agreement and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions set forth contained in the Commitment Letters (including any “flex” provisions applicable to the Secured Debt Commitment Letter and Fee Letter Letter) or on other terms that are no less favorable to Buyer than those contained in the Commitment Letters (including any “flex” provisions applicable to the Secured Debt Commitment Letter), which terms shall not in any respect expand on the conditions to the funding of the Financing at the Closing or reduce the aggregate amount of the Financing available to be funded on the Closing Date below the amount necessary to consummate the transactions contemplated hereby (the “Financing Agreements”), (iiiB) to satisfy on a timely basis (taking into account the expected timing of the Marketing Period) (or obtain the waiver of) all conditions and covenants applicable to Buyer in the Commitment Letters and such Financing Agreements that are within its control to be satisfied by Buyer, if the conditions to the Debt Financing have been satisfied, and to consummate the Financing at or prior to the Closing, including by taking enforcement action (including through litigation pursued in good faith) to cause the Financing Sources, lenders and other Persons committing to provide the Financing to comply with their obligations under the Commitment Letter, Fee Letter Letters and the Financing Agreements that are applicable and to fund such Financing at Closing, (C) fully enforce its rights under the Commitment Letters and the Financing Agreements and (ii) comply with its obligations under the Commitment Letters and the Financing Agreements to the Buyers, (iv) extent the failure to comply with its material such obligations under would adversely impact the Debt Commitment Letter, the Fee Letter and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue amount or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms timing of the Debt Commitment Letter and Fee Letter; provided, however, that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate Financing (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion expected timing of the Debt Financing that is still available and funds to be supplied by Marketing Period) or the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation availability of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by Financing at Closing. Buyer shall keep the Buyers and their Affiliates and to provide Company informed on a reasonably current basis in reasonable detail of any material developments concerning the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Buyers proceed with Alternative Financing, they shall be subject to the same obligations as set forth in this Section 4.7(a) with respect to the Debt Financing and the representations and warranties status of the Buyers set forth in Section 3.6 shall be true and correct in all material respects on and as Financing which impact the availability of the date of the obtaining of the Alternative Financing with the same effect as though made on and as of such date. If applicable, except as otherwise expressly stated, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Debt Commitment Letter” or “Fee Letter” shall include the “Alternative Financing Commitment Letter,” and any fee letter in connection therewith, respectively, and any reference to “Financing Agreements” shall include any definitive agreements with respect to such Alternative Financing.