Common use of Buyer’s Financing Clause in Contracts

Buyer’s Financing. (a) Buyer shall use commercially reasonable efforts (which, for the avoidance of doubt, shall not include litigation) to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Financing in a timely manner on the terms and conditions set forth in the Debt Commitment Letter and to consummate the Financing on or prior to the Closing Date, including the following: (i) maintaining in effect each Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, each Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid or materially increasing the original issue discount of the Financing) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (1) materially delay or prevent the Closing, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (3) adversely impact the ability of Buyer to enforce its rights against other parties to any Commitment Letter or the definitive agreements with respect thereto (provided that, in any event, Buyer may (x) modify the terms of the Financing so long as such modifications would not adversely impact the ability of Buyer to timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby and (y) amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities which had not executed the Debt Commitment Letter as of the date hereof, as contemplated by the Debt Commitment Letter); (ii) satisfying on a timely basis all conditions to the availability of the Financing within its control; (iii) negotiating, executing and delivering Financing documentation that reflects the terms contained in the applicable Commitment Letter (including, with respect to the Debt Financing, any “market flex” provisions related thereto); (iv) in the event that the conditions set forth in Sections ‎10.01 and ‎10.02 and the conditions to the availability of the Financing have been satisfied or, upon funding would be satisfied, causing the Financing Sources to fund the full amount of the Financing at or prior to the Closing; and (v) enforcing its rights under each Commitment Letter (which, for the avoidance of doubt, shall not include litigation). (b) At the written request of the Seller from time to time, Buyer shall keep the Seller informed in reasonable detail of the status of its efforts to arrange the Financing. Buyer shall give the Seller prompt notice of (i) any material breach or repudiation (or any other breach that could adversely affect the timely availability of the Financing) by any party to any Commitment Letter of which Buyer becomes aware or (ii) Buyer becoming aware that all or any portion of the Financing becoming unavailable for any reason (a “Financing Failure Event”). Without limiting Buyer’s other obligations under this ‎Section 6.02, if a Financing Failure Event occurs, Buyer shall (i) promptly notify the Seller of such Financing Failure Event and the reasons therefor, (ii) use commercially reasonable efforts to obtain alternative financing from alternative financing sources, in an amount sufficient to make the payments required to be made at and immediately after the Closing and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, on terms that are not less favorable, in the aggregate, to Buyer than the Financing contemplated by the applicable Commitment Letter and (iii) use commercially reasonable efforts to obtain, and when obtained, provide the Business and the Seller with a copy of, a replacement financing commitment that provides for such alternative financing.

Buyer’s Financing. (a) Buyer shall use its commercially reasonable efforts (which, for the avoidance of doubt, shall not include litigationi) to takemaintain in effect the Commitment Letters, (ii) to execute and deliver or to cause to be taken, executed and delivered all actions and do, or cause definitive agreements with respect to be done, all things necessary to arrange the Financing in a timely manner Commitment Letters on the terms and conditions set forth contained in the Debt Commitment Letter Letters (with such other terms and conditions as are usual and customary in a borrowing of a private-equity-backed transaction of similar nature and size) and any related fee letters, (iii) to satisfy or to cause to be satisfied all conditions to such definitive agreements and consummate the Debt Financing on at or prior to the Closing Dateand (iv) to comply with its obligations under the Commitment Letters. Buyer shall not permit, including without the following: (i) maintaining in effect each Commitment Letter and not permitting prior written consent of the Sellers, any amendment or modification to be made to, not consenting to or any waiver of any provision or remedy under, and not replacing, each the Commitment LetterLetters, if such amendment, modification, modification or waiver or replacement: (Ai) reduces the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or materially increasing the original issue discount of the Financing) or (Bii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (1A) materially delay or prevent the Closing, (2B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (3C) adversely impact the ability of Buyer to enforce its rights against the other parties to any the Commitment Letter Letters or the definitive agreements with respect thereto thereto. For purposes of this Section 7.10 only, “Commitment Letters” shall be deemed to include such documents as are permitted to be amended or modified by this Section 7.10(a) or any commitment papers or letters entered into in connection with alternative debt financing pursuant to Section 7.10(b). Buyer shall use its commercially reasonable efforts to cause the lenders providing the Debt Financing to fund on the Closing Date the financing required to consummate the Closing if all the Closing Conditions are satisfied or waived (provided that, in other than Section 9.3(h) or any event, Buyer may conditions that by their nature can only be satisfied at the Closing and which will be satisfied at the Closing). (xb) modify In the terms event of the Financing so long as such modifications would not adversely impact failure of or substantial delay in the ability of Buyer to timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby and (y) amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities which had not executed the Debt Commitment Letter as of the date hereof, as debt financing contemplated by the Debt Commitment Letter); Letters entered into by Buyer on or prior to the Execution Date, Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) secure alternative debt financing sources and commitments on terms no worse than those provided in the Commitment Letters, including paying customary and reasonable commitment fees in connection with such alternative debt financing, (ii) satisfying enter into definitive debt financing agreements on the terms set forth in such alternative commitments (with such other terms and conditions as are usual and customary in a timely basis all conditions to the availability borrowing of the Financing within its control; a private-equity-backed transaction of similar nature and size) and (iii) negotiatingconsummate such alternative debt financing on or prior to the Closing Date. (c) From and after the Execution Date through the Closing, executing the Sellers and delivering their respective agents and representatives shall be afforded regular access once a week upon their request to Buyer and the lenders providing the Debt Financing documentation that reflects for purposes of asking questions and receiving updates regarding the terms contained in status of the applicable Debt Financing. Without limiting the generality of the foregoing, Buyer shall give the Sellers prompt notice: (i) of any breach or default by any party to the Commitment Letter Letters or definitive agreements related to the Debt Financing of which Buyer becomes aware; (including, ii) of the receipt of any written notice or other written communication from any Debt Financing source with respect to any breach, default, termination or repudiation by any party to any Commitment Letters or any definitive agreement related to the Debt Financing of any provisions of the Commitment Letters or any definitive agreements related to the Debt Financing; and (iii) if for any reason Buyer believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Commitment Letters or the definitive agreements related to the Debt Financing. As soon as reasonably practicable, Buyer shall provide any “market flex” provisions related theretoinformation reasonably requested by the Sellers following the Sellers’ receipt of a notice described in the immediately preceding sentence relating to any circumstance referred to in clause (i);, (ii) or (iii) of the immediately preceding sentence. (ivd) in the event that the conditions set forth in Sections ‎10.01 and ‎10.02 and the conditions Notwithstanding anything to the availability contrary herein, for purposes of this Section 7.10, “commercially reasonable efforts” means the efforts that a commercially reasonable Person desirous of achieving the consummation of the Financing have been satisfied or, upon funding would be satisfied, causing the Financing Sources to fund the full amount of the Debt Financing at or prior to the Closing; and Closing would use in similar circumstances (vincluding the circumstances of a private-equity-backed transaction) enforcing its rights under each Commitment Letter (whichto achieve that result as expeditiously as reasonably practicable, for including through the avoidance of doubt, shall not include litigation). (b) At the written request payment of the Seller from time to time, Buyer shall keep the Seller informed in reasonable detail of the status of its efforts to arrange the Financing. Buyer shall give the Seller prompt notice of (i) any material breach or repudiation (or any commitment fees and other breach that could adversely affect the timely availability of the Financing) by any party to any Commitment Letter of which Buyer becomes aware or (ii) Buyer becoming aware that all or any portion of the Financing becoming unavailable for any reason (a “Financing Failure Event”). Without limiting Buyer’s other obligations under this ‎Section 6.02, if a Financing Failure Event occurs, Buyer shall (i) promptly notify the Seller of such Financing Failure Event fees and the reasons therefor, (ii) use commercially reasonable efforts to obtain alternative financing from alternative financing sources, in an amount sufficient to make the payments required to be made at and immediately after the Closing and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, on terms that are not less favorable, in the aggregate, to Buyer than the Financing expenses contemplated by the applicable Commitment Letter Letters (or in the case of Section 7.10(b), the payment of customary and (iii) use commercially reasonable efforts to obtain, commitment and when obtained, provide other fees and expenses which may be more than the Business commitment fees and other fees and expenses contemplated by the Seller with a copy of, a replacement financing commitment that provides for such alternative financingCommitment Letters).

Buyer’s Financing. (a) 5.4.1 Buyer acknowledges and agrees that its obligations under this Contract are not subject to, or conditioned on, its ability to obtain the Financing. 5.4.2 Buyer shall comply with its obligations under Section 7.3 with respect to the Financing. 5.4.3 Prior to the Closing, Seller shall, and shall cause its Affiliates and use its commercially reasonable efforts (whichto cause its representatives to, for the avoidance of doubt, shall not include litigation) provide to take, or cause to be taken, all actions Buyer such cooperation as reasonably requested by Buyer that is customary in connection with arranging and do, or cause to be done, all things necessary to arrange the Financing in a timely manner on the terms and conditions set forth in obtaining the Debt Commitment Letter and to consummate the Financing on or prior to the Closing Date, including the following: (i) maintaining in effect each Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, each Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid or materially increasing the original issue discount of the Financing) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (1) materially delay or prevent the Closing, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (3) adversely impact the ability of Buyer to enforce its rights against other parties to any Commitment Letter or the definitive agreements with respect thereto (provided that, in any event, Buyer may (x) modify the terms of the Financing so long as such modifications would not adversely impact the ability of Buyer to timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby and (y) amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities which had not executed the Debt Commitment Letter as of the date hereof, as contemplated by the Debt Commitment Letter);Financing Letters, including (but subject in each case to Section 5.4.4): (a) participating in a reasonable number of telephonic meetings, presentations, due diligence sessions with the Debt Financing Sources or any alternative source of debt financing; and (b) furnishing Buyer and its Debt Financing Sources or alternative sources of debt financing as promptly as reasonably practicable with financial and other pertinent information regarding the Purchased Assets as may be reasonably requested by Buyer. The parties acknowledge and agree that the condition set forth in Section 8.1.1, as it applies to Seller’s obligations under this Section 5.4.3, shall be deemed satisfied unless Seller commits a knowing and intentional, material breach of its obligations under this Section 5.4.3. 5.4.4 Notwithstanding the foregoing, nothing in Section 5.4.3 or otherwise in this Contract shall require Seller, any of its Affiliates or any of its or their respective representatives to: (iia) satisfying on a timely basis all conditions provide any cooperation to the availability extent it would interfere unreasonably with the business or operations of Seller, any of its Affiliates or any of its or their respective representatives; (b) pay any commitment or similar fee in connection with the Financing; (c) enter into any agreement, document or instrument in connection with the Financing (other than the SNDA defined in the Property Lease); (d) provide any cooperation, or take any action, that, in the reasonable judgment of Seller, could cause Seller, any of its Affiliates or any of its or their respective representatives to incur any actual or potential material liability; (e) provide any cooperation, or take any action, that, in the reasonable judgment of Seller, would result in a violation of any confidentiality arrangement or material agreement or the loss of any attorney-client or other similar privilege; (f) make any representation or warranty in connection with the Financing or the marketing or arrangement thereof; (g) prepare or deliver any financial statements or other financial information; (h) provide any cooperation, or take any action, that would cause any representation or warranty in this Contract to be breached or any condition to Closing set forth in this Contract to fail to be satisfied; (i) cause any governing body of Seller, any of its Affiliates or any of its or their respective representatives to adopt or approve any written consent, resolution or similar approval in respect of the Financing within its control; or any agreements or instruments entered into in connection therewith; or (iiij) negotiatingprovide any cooperation, executing and delivering Financing documentation that reflects or take any action, following Closing (but the terms contained in the applicable Commitment Letter (including, with respect to the Debt Financing, any “market flex” provisions related thereto); (iv) in the event that the conditions set forth in Sections ‎10.01 and ‎10.02 and the conditions to the availability of the Financing have been satisfied or, upon funding would be satisfied, causing the Financing Sources to fund the full amount of the Financing at or prior to the Closing; and (v) enforcing its rights under each Commitment Letter (which, for the avoidance of doubt, foregoing shall not include litigationoperate to limit the Property Lease Obligations of Tenant). (b) At the written request of the Seller 5.4.5 Buyer shall from time to time, Buyer shall keep the Seller informed in reasonable detail of the status promptly upon request by Seller, reimburse Seller, any of its efforts Affiliates or any of its or their respective representatives for any and all reasonable out-of-pocket fees, costs or expenses (including reasonable out-of-pocket fees, costs and expenses of counsel, accountants and other advisors) incurred by any of them in connection with any of their cooperation or assistance with respect to arrange the Financing or the provision of any information utilized in connection therewith or otherwise arising from the Financing. . 5.4.6 Buyer shall give the Seller prompt notice of (i) any material breach or repudiation (hereby covenants and agrees that all rating agency presentations, bank information memoranda, bank books, offering memoranda, private placement memoranda, offering documents, lender presentations or any other breach that could adversely affect marketing or similar documents prepared in connection with the timely availability of Financing shall (a) contain disclosures reflecting Buyer and/or one or more post-Closing Affiliates thereof as the obligor(s) and (b) contain disclosures and disclaimers exculpating Seller, its Affiliates and their respective representatives with respect to any liability related to the contents or use thereof by the recipients thereof. 5.4.7 In addition to the Financing, Seller (or one of its Affiliates) by shall provide financing at Closing up to a maximum principal amount of $40,000,000 in the form of an unsecured loan to the Affiliate of Buyer described as the “Borrower” in the term sheet (the “Seller Financing Letter”) attached hereto as Exhibit S (such financing, the “Seller Financing”) on terms substantially consistent with the Seller Financing Letter; provided, however, that Seller shall only be obligated to so provide the Seller Financing if Buyer delivers written notice to Seller no later than 30 days prior to the Closing Date that Buyer elects to obtain the Seller Financing. 5.4.8 Buyer understands and agrees that no contract or agreement providing for any party transaction effecting the Seller Financing shall be deemed to any Commitment Letter of which Buyer becomes aware or (ii) Buyer becoming aware that all exist between Seller or any portion of its Affiliates, on the Financing becoming unavailable for one hand, and Buyer or any reason (a “Financing Failure Event”). Without limiting Buyer’s of its Affiliates, on the other obligations under this ‎Section 6.02hand, if a Financing Failure Event occurs, Buyer shall (i) promptly notify unless and until definitive agreements with respect to the Seller of such Financing Failure Event have been executed and the reasons therefor, (ii) use commercially reasonable efforts to obtain alternative financing from alternative financing sources, in an amount sufficient to make the payments required to be made at and immediately after the Closing and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, on terms that are not less favorable, in the aggregate, to Buyer than the Financing contemplated delivered by the applicable Commitment Letter and (iii) use commercially reasonable efforts to obtain, and when obtained, provide the Business and the Seller with a copy of, a replacement financing commitment that provides for such alternative financingparties thereto.

Buyer’s Financing. (a) Buyer shall use commercially its reasonable best efforts (which, for the avoidance of doubt, shall not include litigation) to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Financing in a timely manner on the terms and conditions set forth in the Debt Commitment Letter and to consummate the Financing on or prior to the Closing Date, including the following: (i) maintaining in effect each the Debt Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, each the Debt Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Financing (including by increasing changing the amount of fees to be paid or materially increasing the original issue discount of the Financing) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (1) materially delay or prevent the Closing, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (3) adversely impact the ability of Buyer to enforce its rights against other parties to any the Debt Commitment Letter or the definitive agreements with respect thereto when required pursuant to this Agreement (provided that, in any event, Buyer may (x) modify the terms (but not the conditions) of the Financing so long as such modifications would not adversely impact the ability of Buyer to timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby and (y) amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities which had not executed the Debt Commitment Letter as of the date hereof, as contemplated by the Debt Commitment Letter); (ii) satisfying on a timely basis all conditions to the availability of the Financing within its control; (iii) negotiating, executing and delivering Financing documentation that reflects the terms contained in the applicable Debt Commitment Letter (including, with respect to the Debt Financing, including any “market flex” provisions related thereto); (iv) in the event that the conditions set forth in Sections ‎10.01 10.01, 10.02 and ‎10.02 10.03 and the conditions to the availability of the Financing have been satisfied or, upon funding would be satisfied, causing the Financing Sources to fund the full amount of the Financing at or prior to the Closing; and (v) enforcing its rights under each the Debt Commitment Letter (which, for the avoidance of doubt, shall not include litigation)Letter. (b) At the written request of the Seller from time to time, Buyer shall keep the Seller informed in reasonable detail of the status of its efforts to arrange the Financing. Buyer shall give the Seller prompt notice of (i) any material breach or repudiation (or any other breach that could adversely affect the timely availability of the Financing) by any party to any Commitment Letter of which Buyer becomes aware or (ii) Buyer becoming aware that all or any portion of the Financing becoming unavailable for any reason (a “Financing Failure Event”). Without limiting Buyer’s other obligations under this ‎Section 6.02, if a Financing Failure Event occurs, Buyer shall (i) promptly notify the Seller of such Financing Failure Event and the reasons therefor, (ii) use commercially reasonable efforts to obtain alternative financing from alternative financing sources, in an amount sufficient to make the payments required to be made at and immediately after the Closing and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, on terms that are not less favorable, in the aggregate, to Buyer than the Financing contemplated by the applicable Commitment Letter and (iii) use commercially reasonable efforts to obtain, and when obtained, provide the Business and the Seller with a copy of, a replacement financing commitment that provides for such alternative financing.the

Buyer’s Financing. (a) Buyer From the date hereof until the Closing, the Buyers shall use commercially their reasonable best efforts (which, for the avoidance of doubt, shall not include litigation) 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 consummate the Financing in a timely manner on the terms and conditions described in or contemplated by the Financing Commitments (including complying with any request exercising so-called “flex” provisions contained therein), including using reasonable best efforts to (i) maintain in effect the Financing Commitments; provided, however, that for the avoidance of doubt, the Buyers may amend, replace, supplement or modify the Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Financing Commitments as of the date hereof and as set forth in clause (b) below, (ii) satisfy (or obtain waivers to) on a timely basis all conditions to funding in the Financing Commitments and such definitive agreements to be entered into pursuant thereto, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Financing Commitments (including any “flex” provisions contained therein) prior to the Closing Date (or on other terms no less favorable, in the aggregate, to the Buyers than the terms and conditions contained in the Financing Commitments, and which (x) do not contain any conditions precedent to the consummation of the Financing less favorable to the Buyers than those set forth in the Debt Commitment Letter Financing Commitments and (y) could not reasonably be expected to delay or prevent the Closing), and (iv) enforce their rights under the Financing Commitments (if they determine to do so in their sole discretion). To the extent requested by the Sellers from time to time, the Buyers shall keep the Sellers informed on a reasonably current basis of the status of its efforts to arrange the Financing (or Alternative Financing). (b) In the event any portion of the Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Financing Commitments for any reason other than due to the breach by the Sellers of any of their representations, warranties or covenants contained herein or as a result of the failure of a condition contained herein to be satisfied by the Sellers, the Buyers shall promptly notify the Sellers in writing and use their reasonable best efforts to arrange to obtain alternative financing from alternative sources (the “Alternative Financing”) in an amount sufficient to replace the amount of Financing committed pursuant to the Financing Commitments or, if less than such amount, in an amount that, when added with the Buyers’ existing cash on hand and immediately available funds, is sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event, which Alternative Financing on or prior to the Closing Date, including the following: would not (i) maintaining involve any conditions to funding the Financing that are not contained in effect each Commitment Letter the Financing Commitments or (ii) reasonably be expected to prevent, impede or delay the consummation of the Financing or such Alternative Financing or the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Buyers shall promptly notify the Sellers in writing (A) if there exists any material breach, material default, repudiation, cancellation or termination by any party to the Financing Commitments of which the Buyers have knowledge, (B) of the receipt by the Buyers of any written notice or other written communication from any Lender or other provider of Financing with respect to any actual breach, default, repudiation, cancellation or termination by any party to the Financing Commitments or (C) (1) if there is a material dispute or disagreement between the Buyers and any parties to any Financing Commitments or any definitive documents related to the Financing with respect to a material breach, default, repudiation, cancellation or termination thereof or (2) if the Buyers reasonably expect that they will not permitting be able to obtain all or any amendment portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing. Upon the reasonable request of the Sellers, as soon as reasonably practicable, the Buyers shall provide any information reasonably requested by the Sellers relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. The Buyers shall not (without the prior written consent of Carlisle) consent or agree to any amendment, replacement, supplement or modification to be made to, not consenting to or any waiver of any provision or remedy under, and not replacing, each the Financing Commitment Letter, or the definitive agreements relating to the Financing if such amendment, modificationreplacement, supplement, modification or waiver or replacement: (Aw) reduces decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required to consummate the purchase of the Equity and Purchased Assets and make the other payments required to be made by any of the Buyers or any of their Affiliates (including by increasing the amount of fees to be paid or materially increasing Group Companies after the original issue discount of the FinancingClosing Date) or hereunder, (Bx) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that Financing, (y) would reasonably be expected to (1) materially prevent, impede or delay or prevent the Closing, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (3) adversely impact the ability of Buyer to enforce its rights against other parties to any Commitment Letter or the definitive agreements with respect thereto (provided that, in any event, Buyer may (x) modify the terms of the Financing so long as such modifications would not adversely impact the ability of Buyer to timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby by this Agreement or (z) materially and (y) amend adversely impacts the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities which had not executed the Debt Commitment Letter as ability of the date hereof, as contemplated by Buyers to enforce their rights against the Debt Commitment Letter); (ii) satisfying on a timely basis all conditions other parties to the availability Financing Commitments. Upon request, the Buyers shall furnish to the Sellers a copy of any amendment, modification, waiver or consent of or relating to the Financing Commitments promptly upon execution thereof. Upon any amendment, supplement or modification of the Financing within its control; Commitments made in compliance with this Section 5.11(b) (iii) negotiatingexcluding any amendment for the sole purpose of joining or adding additional commitment parties thereto), executing and delivering Financing documentation that reflects the terms contained in the applicable Commitment Letter (including, with respect Buyers shall provide a copy thereof to the Debt Financing, any “market flex” provisions related thereto); (iv) in the event that the conditions set forth in Sections ‎10.01 and ‎10.02 Sellers and the conditions to the availability of term “Financing Commitments” as used herein shall mean the Financing have been satisfied orCommitments as so amended, upon funding would be satisfiedreplaced, causing supplemented or modified, including any Alternative Financing. Notwithstanding the Financing Sources to fund foregoing, compliance by the full amount of the Financing at or prior to the Closing; and (vBuyers with this Section 5.11(b) enforcing its rights under each Commitment Letter (which, for the avoidance of doubt, shall not include litigation). (b) At relieve the written request Buyers of the Seller from time their obligation to time, Buyer shall keep the Seller informed in reasonable detail of the status of its efforts to arrange the Financing. Buyer shall give the Seller prompt notice of (i) any material breach or repudiation (or any other breach that could adversely affect the timely availability of the Financing) by any party to any Commitment Letter of which Buyer becomes aware or (ii) Buyer becoming aware that all or any portion of the Financing becoming unavailable for any reason (a “Financing Failure Event”). Without limiting Buyer’s other obligations under this ‎Section 6.02, if a Financing Failure Event occurs, Buyer shall (i) promptly notify the Seller of such Financing Failure Event and the reasons therefor, (ii) use commercially reasonable efforts to obtain alternative financing from alternative financing sources, in an amount sufficient to make the payments required to be made at and immediately after the Closing and consummate the transactions contemplated by this AgreementAgreement whether or not the Financing is available, as promptly as practicable following and the occurrence of such event, on terms Buyers acknowledge that this Agreement and the transactions contemplated hereby are not less favorable, in contingent on the aggregate, Buyer’s ability to Buyer than obtain the Financing contemplated by the applicable Commitment Letter and (iiior any Alternative Financing) use commercially reasonable efforts or any specific term with respect to obtain, and when obtained, provide the Business and the Seller with a copy of, a replacement financing commitment that provides for such alternative financingFinancing.