Common use of Commitment Letters Clause in Contracts

Commitment Letters. The Contributing Parties have delivered to the Recipient Parties true and complete copies of the executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions of the financing to be provided by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “CH Commitment Letters”). The CH Commitment Letters have been duly executed and delivered by CH and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The CH Commitment Letters have not been amended or modified prior to the date hereof and the respective commitments contained in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As of the date hereof, the Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH under any term or condition of the CH Commitment Letters, and, as of the date hereof, the Contributing Parties have no reason to believe that CH or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the CH Commitment Letters. CH or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH Commitment Letters to be paid by the date hereof.

Commitment Letters. (a) The Contributing Parties have Buyer has delivered to the Recipient Parties Seller and the Company a true and complete copies copy of the executed commitment letterEquity Commitment Letter, dated as of between the date hereof by Buyer and among CH and the Financing Sources regarding Sponsor, relating to Sponsor’s commitment, subject to the terms and conditions of thereof, to invest directly or indirectly the financing amounts set forth therein on the date on which the Closing should occur pursuant to the terms hereof and to which the Seller is an express third party beneficiary with the rights set forth therein (the “Equity Financing”). (b) The Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, repudiated or rescinded or otherwise amended, supplemented or modified (or contemplated to be provided by such commitment letter attached hereto as Exhibit B (such commitment letteramended, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “CH Commitment Letters”)supplemented or modified) in any respect. The CH Equity Commitment Letters have been duly executed and Letter, in the form delivered by CH andto the Seller, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute is a legal, valid and binding agreement obligation of CH the Buyer and Sponsor, enforceable against CH such parties in accordance with their terms (its terms, except insofar as such enforceability may be limited by bankruptcyfor the Enforceability Exceptions. There are no side letters or other agreements, insolvency, fraudulent transfer, reorganization, moratorium and similar laws contracts or arrangements relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the CH Commitment LettersEquity Financing. The CH Commitment Letters have not been amended or modified prior to the date hereof and the respective commitments contained in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As of the date hereof, the Contributing Parties are not aware of any No event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer under any term, or a failure of any condition of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing contemplated thereby being unavailable on the date on which the Closing should occur pursuant to the terms hereof. Assuming the performance in all material respects by CH the Seller of its obligations under this Agreement and satisfaction of the closing conditions set forth in Section 6.1, the Buyer has no reason to believe that it or Sponsor would be unable to satisfy on a timely basis any term or condition of the CH Equity Commitment Letter required to be satisfied by it. No commitment fees or other fees are required to be paid to Sponsor under the Equity Commitment Letter. There are no conditions precedent or other contingencies related to the funding or investing, if applicable, of the full amount of Equity Financing, other than as expressly set forth in the Equity Commitment Letter. (c) The Buyer has delivered to the Seller and the Company true and complete copies of (i) the fully executed debt commitment letters (including all exhibits, supplements, schedules and annexes thereto, as amended, supplemented, modified or waived from time to time after the date hereof in compliance with Section 4.22, the “Debt Commitment Letter”), from the Debt Financing Sources party thereto, and (ii) the executed fee letter (subject to any redactions as provided below) associated therewith (as amended, supplemented, modified or waived from time to time after the date hereof in compliance with Section 4.22, the “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Commitment Letters”), andpursuant to which, as upon the terms and subject to the conditions set forth therein, each of the Debt Financing Sources named therein has committed to provide debt financing to the Buyer in the cash amounts set forth therein for purposes of funding the transactions contemplated hereby and thereby (the financing contemplated by the Debt Commitment Letter, the “Debt Financing”); provided, that the fee amounts, economic terms, pricing and “market flex” terms (if any) are permitted to be redacted from the Fee Letter in a customary manner for a transaction of this nature. (d) As of the date hereof, the Contributing Parties Debt Commitment Letters are a legal, valid and binding obligation of the Buyer, and, to the Knowledge of the Buyer, the Debt Financing Sources named therein, enforceable in accordance with their terms against the Buyer and, to the Knowledge of the Buyer, the Debt Financing Sources named therein, and are in full force and effect, subject to Enforceability Exceptions. As of the date hereof, the Debt Commitment Letters have not been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified in any respect, and, to the Knowledge of the Buyer, no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification that would not be permitted by Section 4.22 is contemplated. As of the date hereof, no Debt Financing Source has notified the Buyer in writing of its intention to terminate any of the commitments under the Debt Commitment Letters or not to provide the Debt Financing on the Closing Date. The obligations of the Debt Financing Sources to fund the commitments under the Debt Commitment Letters are not subject to any conditions or contingencies other than as set forth in the Debt Commitment Letters. As of the date hereof, no event has occurred that (with or without notice, lapse of time or both) would constitute a breach or default under the Debt Commitment Letters by the Buyer, or a failure of any condition of the Debt Commitment Letters or otherwise result in any portion of the Debt Financing contemplated thereby being unavailable on the date on which the Closing should occur pursuant to the terms hereof. As of the date hereof, the Buyer does not have any reason to believe that CH or any other party thereto (i) it will be unable to satisfy on a timely basis any term or condition of the conditions to the Debt Financing Commitment Letters to be satisfied pursuant by it or (ii) the funding contemplated in the Debt Commitment Letters will not be provided or made available to the CH Commitment LettersBuyer in order to consummate the transactions contemplated by this Agreement. CH or an Affiliate thereof on its behalf The Buyer has fully paid (or caused to be paid) any and all commitment fees or other fees required (in each case, if any) incurred in connection with the Debt Commitment Letters that are due and payable thereunder on or prior to the date of this Agreement. There are no side letters or other agreements, contracts, arrangements or understandings, whether written or oral, entered into by the CH Buyer or any of its Affiliates with any Debt Financing Source or any other Person relating to the Debt Financing, other than as set forth or contemplated in the Debt Commitment Letters to be paid by the date hereofLetters.

Commitment Letters. The Contributing Recipient Parties have delivered to the Recipient Contributing Parties true and complete copies of the executed commitment letter, dated as of the date hereof by and among CH NRGY and the Financing Sources regarding the terms and conditions of the financing to be provided by such commitment letter attached hereto as Exhibit B C (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “CH NRGY Commitment Letters”). The CH NRGY Commitment Letters have been duly executed and delivered by CH NRGY and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH NRGY enforceable against CH NRGY in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and the NRGY GP are not subject to any conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the CH NRGY Commitment Letters. The CH NRGY Commitment Letters have not been amended or modified prior to the date hereof and the respective commitments contained in the CH NRGY Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As of the date hereof, the Contributing Recipient Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH NRGY under any term or condition of the CH NRGY Commitment Letters, and, as of the date hereof, the Contributing Recipient Parties have no reason to believe that CH NRGY or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the CH NRGY Commitment Letters. CH NRGY or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH NRGY Commitment Letters to be paid by the date hereof.

Commitment Letters. The Contributing Parties have Buyer has delivered to the Recipient Parties Sellers true and complete complete, fully-executed copies of the executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions of the financing to be provided by such commitment letter attached hereto as Exhibit B (such commitment letter, letters including all exhibits, schedules, annexes and amendments thereto and each to such fee letter and engagement letter, collectively, letters in effect as of such date of delivery or other evidence of funding (the “CH Commitment Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Buyer), has severally agreed and committed to provide to Buyer the funds and/or financing set forth therein (“Financing”). The CH As of the Closing Date, the Commitment Letters have been duly executed and delivered by CH and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The CH Commitment Letters shall have not been amended amended, restated or otherwise modified prior or waived subsequent to the date hereof of delivery to Sellers and the respective commitments contained in the CH Commitment Letters shall have not been reducedwithdrawn, withdrawn modified or rescinded prior in any respect. There shall be no conditions precedent to the date hereof. As funding of the date hereof, the Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH under any term or condition full amount of the CH Commitment LettersFinancing, and, other than as of expressly set forth in the date hereof, the Contributing Parties have no reason to believe that CH or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the CH Commitment Letters. CH There shall be no other agreements, side letters or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by arrangements that would permit the CH parties to the Commitment Letters to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. The Commitment Letters provide Buyer with binding financial commitments that, when funded at Closing, will provide it with sufficient funds to pay the Purchase Price and to pay any other amounts required to be paid by it in connection with the date hereofconsummation of the transactions contemplated by this Agreement. On or before the Closing Date, Buyer shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter. Buyer acknowledges and agrees that the consummation of, and receipt of proceeds from, any Financing is not a condition to Buyer’s obligations hereunder, including Buyer’s obligation to consummate the Closing.

Commitment Letters. The Contributing Parties Purchaser shall comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have delivered the effect of introducing an additional condition to such counterparties’ obligations and/or reducing the amount of the commitments thereunder. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment Letter, the Purchaser shall promptly notify the Seller and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Contemplated Transactions as promptly as practicable following the occurrence of such event. The Purchaser shall deliver to the Recipient Parties Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions Purchaser with any portion of the financing necessary to be provided consummate the Contemplated Transactions. The Purchaser shall give the Seller prompt notice of any material breach by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, any party to the “CH Commitment Letters”). The CH Commitment Letters have been duly executed and delivered by CH and, assuming of which the due authorizationPurchaser becomes aware, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding termination of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The CH Commitment Letters have not been amended Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or modified prior to indirectly, any action that would result in a failure of any of the date hereof and the respective commitments conditions contained in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior in any definitive agreement related to the date hereofFinancing. As The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of the date hereofany material provision or remedy under, the Contributing Parties are not aware of Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any event that has occurred whichmaterial respect the Purchaser’s ability to consummate the Contemplated Transactions, without first obtaining the Seller’s prior written consent. The Purchaser shall cause its Affiliates to, and shall use its reasonable best efforts to cause its representatives to, comply with or without noticethe terms, lapse of time or both, would constitute a default or breach by CH under any term or condition of the CH Commitment Letters, and, as of the date hereof, the Contributing Parties have no reason to believe that CH or any other party thereto will be unable and use reasonable best efforts to satisfy on a timely basis the conditions, of the Commitment Letters, any alternative financing commitments and any related fee and engagement letters. Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 10.18. The Purchaser shall keep the Seller informed on a reasonably current basis of the status of its efforts to arrange the Financing and provide copies of all documents related to the Financing (other than any ancillary documents subject to confidentiality agreements) to the Seller. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, as promptly as possible (but in any event within one (1) Business Day). In the event that (i) the conditions set forth in Articles 4 and 5 have been satisfied (or can be satisfied by the reasonable best efforts of the Purchaser) and (ii) the conditions set forth in the Commitment Letters and/or definitive documentation relating thereto or relating to any alternative financing have been satisfied (or can be satisfied by the reasonable best efforts of the Purchaser), then the Seller shall have the right to cause the Purchaser to draw down on its Commitment Letters, including without limitation, any alternative or other sources of financing. The Seller agrees to provide, and shall cause its representatives to provide, at the Purchaser’s expense, all reasonable assistance to the Purchaser in connection with the arrangement of the Financing by the Purchaser as may be reasonably requested by the Purchaser (provided that such requested assistance does not unreasonably interfere with the ongoing operations of the Seller, Holdings and its Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing the Purchaser and its financing sources with financial and other pertinent information regarding the Seller, Holdings and its Subsidiaries as may be reasonably requested by the Purchaser, (iii) providing and executing documents as may be reasonably requested by the Purchaser (other than any documents or certificates that will be in effect prior to the Closing Date or any opinions of counsel or letters entitling any person other than the addressee of any such opinion of counsel to rely on such opinion), and (iv) cooperating in connection with the repayment or defeasance of any indebtedness of the Seller, Holdings or any of its Subsidiaries as of the conditions to Closing Date. In the Debt Financing to be satisfied pursuant to event the CH Commitment Letters. CH or an Affiliate thereof on its behalf has fully paid any and Closing shall not occur, the Purchaser shall reimburse the Seller for all commitment or other fees required reasonable out of pocket expenses incurred by the CH Commitment Letters to be paid by Seller in connection with the date hereofSeller’s obligations set forth in this Section 10.18.

Commitment Letters. The Contributing Parties Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have delivered the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant to the Recipient Parties Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions Purchaser with any portion of the financing necessary to be provided consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, any party to the “CH Commitment Letters”). The CH Commitment Letters have been duly executed and delivered by CH and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding termination of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The CH Commitment Letters have not been amended Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or modified prior to the date hereof and the respective commitments contained indirectly, any action that would result in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As a failure of the date hereof, the Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH under any term or condition of the CH Commitment Letters, and, as of the date hereof, the Contributing Parties have no reason to believe that CH or any other party thereto will be unable to satisfy on a timely basis any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Debt Financing Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be satisfied pursuant made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the CH Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.13. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters. CH , or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH Commitment Letters to be paid by the date hereofmaterial notices given in connection therewith, promptly but in any event within two (2) Business Days.

Commitment Letters. The Contributing Parties Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have delivered the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant to the Recipient Parties Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions Purchaser with any portion of the financing necessary to be provided consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, any party to the “CH Commitment Letters”). The CH Commitment Letters have been duly executed and delivered by CH and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding termination of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The CH Commitment Letters have not been amended Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or modified prior to the date hereof and the respective commitments contained indirectly, any action that would result in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As a failure of the date hereof, the Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH under any term or condition of the CH Commitment Letters, and, as of the date hereof, the Contributing Parties have no reason to believe that CH or any other party thereto will be unable to satisfy on a timely basis any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Debt Financing Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be satisfied pursuant made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the CH Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.12. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters. CH , or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH Commitment Letters to be paid by the date hereofmaterial notices given in connection therewith, promptly but in any event within two (2) Business Days.

Commitment Letters. The Contributing Parties Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have delivered the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant to the Recipient Parties Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions Purchaser with any portion of the financing necessary to be provided consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, any party to the “CH Commitment Letters”). The CH Commitment Letters have been duly executed and delivered by CH and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding termination of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The CH Commitment Letters have not been amended Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or modified prior to the date hereof and the respective commitments contained indirectly, any action that would result in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As a failure of the date hereof, the Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH under any term or condition of the CH Commitment Letters, and, as of the date hereof, the Contributing Parties have no reason to believe that CH or any other party thereto will be unable to satisfy on a timely basis any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Debt Financing Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be satisfied pursuant made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the CH Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.14. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters. CH , or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH Commitment Letters to be paid by the date hereofmaterial notices given in connection therewith, promptly but in any event within two (2) Business Days.