Common use of Debt Financing and Alternate Debt Financing Clause in Contracts

Debt Financing and Alternate Debt Financing. Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions set forth in the Commitment Letter, including using commercially reasonable efforts to: (i) comply with, maintain in effect and enforce the Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Commitment Letter; (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter on the terms and conditions contemplated by the Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); (iv) satisfy on a timely basis all conditions to funding that are applicable to Buyer and within its control in the Commitment Letter and the definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter; (v) assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, to consummate the Debt Financing at or prior to the Closing, including by causing the Lenders to fund the Debt Financing on the Closing Date. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter, Buyer shall promptly notify Seller, and Buyer and the Borrowers shall use their commercially reasonable efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify the conditions precedent to funding in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); and (B) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Commitment Letter”), which New Commitment Letter will replace the existing Commitment Letter in whole or in part. Buyer shall promptly provide Seller with an executed copy of the New Commitment Letter that provides for such Alternative Debt Financing. As applicable, references in this Agreement (i) to “Debt Financing” shall include Alternate Debt Financing, and (ii) to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date.

Debt Financing and Alternate Debt Financing. Buyer Parent shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions (including, to the extent required, the full exercise of any flex provisions) set forth in the Debt Commitment LetterLetters, including using commercially its reasonable best efforts to: to (i) comply with, maintain in effect and enforce the Debt Commitment Letter Letters in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Debt Commitment Letter; Letters, (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter Letters on the terms and conditions (including the flex provisions) that are no less favorable to Merger Subsidiary than the terms contemplated by the Debt Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); Letters, (iv) satisfy on a timely basis all conditions to funding that are applicable to Buyer Parent and within its control Merger Subsidiary in the Debt Commitment Letter Letters and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; Letters, (v) assuming enforce its rights pursuant to the satisfaction of the conditions set forth in Section 7.01 Debt Commitment Letters, and Section 7.02, to (vi) consummate the Debt Financing at or prior to the ClosingClosing on the terms and conditions contemplated by the Debt Commitment Letters, including by causing the Lenders Debt Financing Sources to fund the Debt Financing on at the Closing DateClosing. Parent and Merger Subsidiary will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letters as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) set forth in the Debt Commitment LetterLetters, Buyer shall promptly notify Seller, and Buyer and the Borrowers Parent shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify less favorable to Parent and Merger Subsidiary than those set forth in the conditions precedent to funding in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letters and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Alternative Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Alternative Debt Financing (the “New Debt Commitment LetterLetters”), which New Debt Commitment Letter Letters will replace the existing Debt Commitment Letter Letters in whole or in part. Buyer Parent shall promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters (and a redacted fee letter in connection therewith (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that such redacted terms do not affect the conditionality of or the amount of Debt Financing to be funded at the Closing)). In the event that any New Debt Commitment Letter that provides for such Alternative Debt Financing. As applicableLetters are obtained, references any reference in this Agreement to (iA) the “Financing Commitment Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters to the extent not superseded by one or more New Debt Commitment Letters at the time in question and any New Debt Commitment Letters to the extent then in effect, (B) the “Financing” or the “Debt Financing” shall include Alternate means the debt financing contemplated by the Debt FinancingCommitment Letters as modified pursuant to the foregoing, and (iiC) the “Debt Financing Sources” will be deemed to include the Persons signatory to the “New Debt Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing DateLetters.

Debt Financing and Alternate Debt Financing. Buyer Each of Parent and Purchaser shall use commercially reasonable efforts to take, (or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary used) its reasonable best efforts to arrange the Debt Financing and obtain timely consummate the financing contemplated thereby as promptly as reasonably practicable Debt Financing on the terms and conditions set forth in the Debt Commitment LetterLetter (including any “market flex” provisions related thereto), including using commercially its reasonable best efforts to: (i) comply with, maintain in effect and enforce the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Debt Commitment Letter; (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contemplated by the Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Debt Commitment Letter or on other terms that would as such terms, but not conditions, may otherwise be permitted pursuant to Section 6.13(a)agreed (including any “market flex” provisions related thereto); (iv) satisfy on a timely basis all conditions to funding the Debt Financing that are applicable to Buyer to, and within its the control of, Parent, Purchaser and their respective Subsidiaries in the Debt Commitment Letter and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; and (v) assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, to consummate the Debt Financing at or prior to the Closing, including by causing the Lenders to fund the Debt Financing on the Closing DateAcceptance Time. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment LetterLetter (other than due to the failure of a condition to the consummation of the Debt Financing resulting from a breach of any representation, Buyer shall promptly notify Sellerwarranty, covenant or agreement of the Company set forth in this Agreement and Buyer as a result of which alternative financing sources are not otherwise then available) and such portion is required to fund the Borrowers payments required to be made by the Parent or the Purchaser hereunder, each of Parent and Purchaser shall use their commercially its respective reasonable best efforts to, as promptly as practicable following the occurrence of such event event: (A) arrange and obtain, as promptly as practicable following obtain alternative debt financing (the occurrence of such event, alternative financing “Alternate Debt Financing”) from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify materially less favorable in the conditions precedent aggregate to funding Parent and Purchaser than those set forth in a mannerthe Debt Commitment Letter and in an amount sufficient, when considered with all other conditions taken as a wholeadded to the portion of the Financing that is still available and available cash on hand, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); and (B) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letter”), which New Debt Commitment Letter will replace the existing Debt Commitment Letter in whole or in part; provided, however, that such Alternate Debt Financing (including any commitments therefor) shall not have any terms and conditions that (1) taken as a whole, are materially less favorable than those in the existing Debt Commitment Letter and (2) would reasonably be expected to prevent or materially delay the Offer, the Merger and the other transactions contemplated hereby. Buyer Parent shall promptly (and no later than two (2) Business Days after receipt thereof) provide Seller the Company with an executed a true and complete copy of any New Debt Commitment Letter, together with any related exhibits, schedules, supplements and term sheets Table of Contents (and a true and complete copy of any fee letter in connection therewith, with pricing terms and any other terms not relating to conditionality or availability of the New Commitment Letter Debt Financing being redacted). In the event that provides for such Alternative Parent or Purchaser obtains Alternate Debt Financing. As applicable, references any reference in this Agreement (i) to the “Financing Letters,” the “Debt Commitment Letter,” the “Debt Financing” shall include or the “Financing” (and other like terms in this Agreement) will be deemed modified to refer to such Alternate Debt Financing, and (ii) to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date.

Debt Financing and Alternate Debt Financing. Buyer Newco shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions (including, to the extent required, the full exercise of any flex provisions) set forth in the Debt Commitment Letter, including using commercially its reasonable best efforts to: to (i) comply with, maintain in effect and enforce the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Debt Commitment Letter; , (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including the flex provisions) contemplated by the Debt Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); Letter, (iv) satisfy on a timely basis all conditions to funding that are applicable to Buyer Newco and within its control Merger Sub in the Debt Commitment Letter and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; , (v) assuming enforce its rights pursuant to the satisfaction of the conditions set forth in Section 7.01 Debt Commitment Letter, and Section 7.02, to (vi) consummate the Debt Financing at or prior to the Closing, including by causing the Lenders Debt Financing Sources to fund the Debt Financing on at the Closing DateClosing. Newco and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) set forth in the Debt Commitment Letter, Buyer shall promptly notify Seller, and Buyer and the Borrowers Newco shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify materially less favorable in the conditions precedent aggregate to funding Newco and Merger Sub than those set forth in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letter and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment LetterLetters”), which New Debt Commitment Letter Letters will replace the existing Debt Commitment Letter in whole or in part. Buyer Newco shall promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters (and any fee letter in connection therewith). In the event that any New Debt Commitment Letter that provides for such Alternative Debt Financing. As applicableLetters are obtained, references (A) any reference in this Agreement to the “Financing Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters to the extent then in effect, and (iB) any reference in this Agreement to the “Financing” or the “Debt Financing” shall include Alternate means the debt financing contemplated by the Debt Financing, and (ii) Commitment Letters as modified pursuant to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Dateforegoing.

Debt Financing and Alternate Debt Financing. Buyer Newco shall, and shall use commercially its reasonable best efforts to takecause its Affiliates to, use its or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary their reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) set forth in the Debt Commitment Letter, including using commercially its and their reasonable best efforts to: to (i) comply with, maintain in effect and enforce the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Debt Commitment Letter; , (iii) promptly negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including the “flex” provisions) contemplated by the Debt Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); Letter, (iv) satisfy on a timely basis (or obtain a waiver of) all conditions to funding that are applicable to Buyer Newco and within its control Merger Sub in the Debt Commitment Letter and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; , and (v) assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, to consummate the Debt Financing at or prior to the Closing, including by enforcing its rights thereunder and causing the Lenders Debt Financing Sources to fund the full amount of the Debt Financing on at the Closing DateClosing. Newco and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. In furtherance and not in limitation of the foregoing, in the event that that, notwithstanding Newco’s use of its reasonable best efforts to satisfy its obligations under this Section 7.3(b), any portion of the Debt Financing becomes unavailable on the terms and conditions (including the “flex” provisions) set forth in the Debt Commitment Letter, Buyer Newco shall promptly notify Seller, the Company thereof and Buyer and the Borrowers shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify materially less favorable in the conditions precedent aggregate to funding Newco and Merger Sub than those set forth in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letter and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); provided that in no event shall any Alternate Debt Financing have the effects described in clauses (i) through (iv) of Section 7.3(a), and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment LetterLetters”), which New Debt Commitment Letter Letters will replace the existing Debt Commitment Letter in whole or in part. Buyer Newco shall promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be redacted with respect to fee amounts, pricing caps, original issue discount provisions, “flex” provisions and other economic terms, so long as no redaction covers terms that would adversely affect the New Commitment Letter that provides for such Alternative amount, conditionality, availability or termination of the Debt Financing). As applicableIn the event that any New Debt Commitment Letters are obtained, references (A) any reference in this Agreement to the “Financing Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters to the extent then in effect, and (iB) any reference in this Agreement to the “Financing” or the “Debt Financing” shall include Alternate means the debt financing contemplated by the Debt Financing, and (ii) Commitment Letters as modified pursuant to the “foregoing and/or any New Debt Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary Letter then in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Dateeffect.

Debt Financing and Alternate Debt Financing. Buyer Newco shall use commercially reasonable efforts to take, (or cause Merger Sub to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary use) its reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions set forth in the Debt Commitment LetterLetters, including using commercially its reasonable best efforts to: to (i) comply with, maintain in effect and enforce the Debt Commitment Letter Letters in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Debt Commitment Letter; Letters, (iii) as promptly as practicable, negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter Letters on the terms and conditions contemplated by the Debt Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); Letters, (iv) satisfy on a timely basis all conditions to funding that are applicable to Buyer Newco and within its control Merger Sub in the Debt Commitment Letter Letters and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; Letters, (v) assuming enforce its rights under the satisfaction of the conditions set forth in Section 7.01 Debt Commitment Letters and Section 7.02, to (vi) consummate the Debt Financing at or prior to the Closing. Newco and Merger Sub will fully pay, including by causing the Lenders or cause to fund be fully paid, all commitment or other fees arising pursuant to the Debt Financing on the Closing DateCommitment Letters as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment LetterLetters, Buyer shall promptly notify Seller, and Buyer and the Borrowers Newco shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expandless favorable in the aggregate to Newco, amend or modify Merger Sub and the conditions precedent to funding Surviving Corporation than those set forth in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letters and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment LetterLetters”), which New Debt Commitment Letter Letters will replace the existing Debt Commitment Letter in whole or in part. Buyer Newco shall promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters and any fee letter in connection therewith (except that the fee amounts, pricing caps and other economic terms, none of which would adversely affect the conditionality, availability or termination of the Alternate Debt Financing to be funded at the Closing, set forth therein may be redacted). In the event that any New Debt Commitment Letter that provides for such Alternative Debt Financing. As applicableLetters are obtained, references (A) any reference in this Agreement to the “Financing Commitment Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters to the extent not superseded by one or more New Debt Commitment Letters at the time in question and any New Debt Commitment Letters to the extent then in effect, and (iB) any reference in this Agreement to the “Financing” or the “Debt Financing” shall include Alternate means the debt financing contemplated by the Debt Financing, and (ii) Commitment Letters as modified pursuant to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Dateforegoing.

Debt Financing and Alternate Debt Financing. Buyer Guarantor shall use commercially reasonable efforts to take, (or cause Parent or Merger Sub to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary use) its reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions set forth in the Commitment LetterFacilities Agreement, including using commercially reasonable efforts to: which shall consist of, without limitation, (i) comply with, maintain maintaining in full force and effect and enforce the Commitment Letter Facilities Agreement in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification ofthereof (except as otherwise permitted hereunder), or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply complying with its material obligations under the Commitment Letter; Facilities Agreement, (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter on the terms and conditions contemplated by the Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); (iv) satisfy satisfying on a timely basis (or obtaining a waiver to) all conditions to funding and covenants that are applicable to Buyer Guarantor, Parent and within its control Merger Sub in the Commitment Letter and the definitive agreements with respect Facilities Agreement, (iv) enforcing its rights pursuant to the Debt Financing contemplated by the Commitment Letter; Facilities Agreement, and (v) assuming if all conditions in the satisfaction of Facilities Agreement are satisfied (other than those conditions that by their nature are to be satisfied on Closing) and the conditions set forth in Section 7.01 2.2(a) and Section 7.022.2(b) of this Agreement have been satisfied, to consummate consummating the Debt Financing at or prior to the Closing. Guarantor, including by causing Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Lenders to fund the Debt Financing on the Closing DateFacilities Agreement as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter, Buyer shall promptly notify SellerFacilities Agreement, and Buyer and such portion is reasonably required to consummate the Borrowers Transactions, then Guarantor shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms terms, conditions and costs not materially less favorable in the aggregate to Guarantor, Parent, Merger Sub and the Surviving Corporation (in the reasonable judgment of Guarantor) than those set forth in the Facilities Agreement (provided that such terms, conditions (1and costs would not have any of the effects specified in Section 6.4(a)) that do not impose new or additional conditions precedent or otherwise expand, amend or modify the conditions precedent to funding in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable and required portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); , and (Bii) obtain one or more new financing commitment letters or facilities agreements with respect to such Alternate Debt Financing (the “New Commitment LetterDebt Facilities Agreement”), which New Commitment Letter Debt Facilities Agreement will replace the existing Commitment Letter Facilities Agreement in whole or in part. Buyer Guarantor shall promptly provide Seller the Company with an executed a copy of the any New Commitment Letter that provides for such Alternative Debt Financing. As applicable, references in this Agreement (i) to “Debt Financing” shall include Alternate Debt Financing, and (ii) to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Facilities Agreement, Seller expressly agrees ; provided that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall New Debt Facilities Agreement may be redacted to remove all economic terms that could not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date.adversely affect the

Debt Financing and Alternate Debt Financing. Buyer Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) set forth in the Debt Commitment Letter, including using its commercially reasonable efforts to: to (i) comply with, maintain in effect and enforce the Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Debt Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply comply, in all material respects, with its material obligations under the Debt Commitment Letter; , (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including the flex provisions) contemplated by the Debt Commitment Letter (or on terms that, taken as a whole, are not materially less favorable to Buyer the Company in any material respect than the terms and conditions (including “flex” provisions) in the Debt Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(aLetter)); , (iv) satisfy on a timely basis all conditions to funding funding, that are applicable to Buyer and within in its control control, in the Debt Commitment Letter and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; , (v) assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, to consummate the Debt Financing at on or prior to the Closing, including by causing the Lenders Offer Acceptance Time and (vi) enforce its rights pursuant to fund the Debt Financing on Commitment Letter. Parent and Purchaser will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Closing DateDebt Commitment Letter as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) set forth in the Debt Commitment Letter, Buyer shall promptly notify Seller, and Buyer and the Borrowers Parent shall use their its commercially reasonable efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify materially less favorable to the conditions precedent to funding Company than those set forth in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letter and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Alternative Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Alternative Debt Financing (the “New Debt Commitment Letter”), which New Debt Commitment Letter will replace the existing Debt Commitment Letter in whole or in part. Buyer Parent shall promptly provide Seller the Company with an executed a copy of the any New Debt Commitment Letter (and a redacted fee letter in connection therewith (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that provides for such Alternative redacted terms do not relate to any terms that could adversely affect the conditionality of or the amount of Debt FinancingFinancing to be funded)). As applicableIn the event that any New Debt Commitment Letter are obtained, references any reference in this Agreement to (iA) the “Financing Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by one or more New Debt Commitment Letter at the time in question and any New Debt Commitment Letter to the extent then in effect, (B) the “Financing” or the “Debt Financing” shall include Alternate will be deemed to mean the debt financing contemplated by the Debt FinancingCommitment Letter as modified pursuant to the foregoing, and (iiC) the “Debt Financing Sources” will be deemed to include the Persons signatory to the “New Debt Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date.

Debt Financing and Alternate Debt Financing. Buyer Newco shall use commercially reasonable efforts to take, (or cause Merger Sub to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary use) its reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions set forth in the Debt Commitment Letter, including using commercially reasonable efforts to: which shall consist of, without limitation, (i) comply with, maintain maintaining in effect and enforce the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification ofthereof (except as otherwise permitted hereunder), or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Commitment Letter; (iii) negotiatenegotiating, execute executing and deliver delivering definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions no less favorable to Newco or Merger Sub (in the reasonable judgement of Newco) that those contemplated by the Debt Commitment Letter Letter, (iii) timely preparing any necessary offering circulars, private placement memoranda, or on terms not materially less favorable other offering documents or marketing materials with respect to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); Debt Financing, (iv) satisfy satisfying on a timely basis all conditions to funding within their respective control that are applicable to Buyer Newco and within its control Merger Sub in the Debt Commitment Letter and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; , (v) assuming commencing any marketing and syndication activities contemplated by the satisfaction of Debt Commitment Letter, and (vi) if all conditions in the Debt Commitment Letter are satisfied (other than those conditions that by their nature are to be satisfied on Closing) and the conditions set forth in Section 7.01 Sections 2.2(a) and Section 7.022.2(b) of this Agreement have been satisfied, to consummate consummating the Debt Financing at or prior to the Closing. Newco and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. For the avoidance of doubt, the “reasonable best efforts” of Newco and Merger Sub pursuant to this Section 7.3(c) includes an obligation on the part of Newco and Merger Sub to enforce their rights pursuant to the Financing Commitment Letters, including by causing the Lenders initiation of an appropriate Legal Proceeding against any Debt Financing Source under the Debt Commitment Letters pursuant to fund which each of Newco and Merger Sub will use its reasonable best efforts to compel such Debt Financing Source to provide its portion of the Debt Financing on in accordance with the Debt Commitment Letters if the terms and conditions set forth in the Debt Commitment Letters have been satisfied and one or more of the Debt Financing Sources under the Debt Commitment Letters fails to provide its respective portion of the Debt Financing and, as a result, the Closing Datedoes not occur or would reasonably be expected not to occur. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letter (including any “flex” provisions provided in the fee letter) (other than by reason of a breach of this Agreement by the Company or any Affiliate) and such portion is reasonably necessary to fund the Required Amount, then Newco shall, to the extent not in violation of this Agreement or the Debt Commitment Letter, Buyer shall promptly notify Seller, and Buyer and the Borrowers shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms terms, conditions and costs not materially less favorable in the aggregate to Newco, Merger Sub and the Surviving Corporation (in the reasonable judgment of Newco) than those set forth in the Debt Commitment Letter (provided that such terms, conditions (1and costs would not have any of the effects specified in Section 7.3(a)) that do not impose new or additional conditions precedent or otherwise expand, amend or modify the conditions precedent to funding in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, and in an amount at least equal sufficient to pay the Required Amount, Amount (taking into account any other cash available to the Borrowers, or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date sources of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(acash) (the “Alternate Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment LetterLetters”), which New Debt Commitment Letter Letters will replace the existing Debt Commitment Letter in whole or in part. Buyer Newco shall promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters (and any fee letter in connection therewith, which may be delivered with the fee amounts, pricing caps, “flex” terms and other economic and numerical terms redacted in a customary manner). In the event that any New Debt Commitment Letter that provides for such Alternative Debt Financing. As applicableLetters are obtained, references (A) any reference in this Agreement to the “Financing Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by one or more New Debt Commitment Letters at the time in question and any New Debt Commitment Letters to the extent then in effect, and (iB) any reference in this Agreement to the “Financing” or the “Debt Financing” shall include Alternate means the debt financing contemplated by the Debt Financing, and (ii) Commitment Letter as modified pursuant to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Dateforegoing.

Debt Financing and Alternate Debt Financing. Buyer Parent shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) set forth in the Debt Commitment LetterLetters, including using commercially its reasonable best efforts to: to (i) comply with, maintain in effect and enforce the Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; Letters, (ii) comply comply, in all material respects, with its material obligations under the Debt Commitment Letter; Letters, (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter Letters on the terms and conditions (including the flex provisions) contemplated by the Debt Commitment Letter Letters (or on terms that, taken as a whole, are not materially less favorable adverse to Buyer the Company than the terms and conditions (including “flex” provisions) in the Debt Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(aLetters)); , (iv) satisfy on a timely basis all conditions to funding that are applicable to Buyer Parent and within its control Merger Subsidiary in the Debt Commitment Letter Letters and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; Letters, (v) assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, to consummate the Debt Financing at on or prior to the Closing, including by causing the Lenders Closing Date and (vi) enforce its rights (other than through litigation) pursuant to fund the Debt Financing on Commitment Letters. Parent and Merger Subsidiary will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Closing DateDebt Commitment Letters as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) set forth in the Debt Commitment LetterLetters, Buyer shall promptly notify Seller, and Buyer and the Borrowers Parent shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify materially less favorable in the conditions precedent aggregate to funding Parent and Merger Subsidiary than those set forth in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letters and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Alternative Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Alternative Debt Financing (the “New Debt Commitment LetterLetters”), which New Debt Commitment Letter Letters will replace the existing Debt Commitment Letter Letters in whole or in part. Buyer Parent shall promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters (and a redacted fee letter in connection therewith (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that such redacted terms do not relate to any terms that could adversely affect the conditionality of or the amount of Debt Financing to be funded)). In the event that any New Debt Commitment Letter that provides for such Alternative Debt Financing. As applicableLetters are obtained, references any reference in this Agreement to (iA) the “Financing Commitment Letters” or the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters to the extent not superseded by one or more New Debt Commitment Letters at the time in question and any New Debt Commitment Letters to the extent then in effect, (B) the “Financing” or the “Debt Financing” shall include Alternate will be deemed to mean the debt financing contemplated by the Debt FinancingCommitment Letters as modified pursuant to the foregoing, and (iiC) the “Debt Financing Sources” will be deemed to include the Persons signatory to the “New Debt Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing DateLetters.

Debt Financing and Alternate Debt Financing. Buyer shall Parent will use (or cause the Merger Sub to use) its commercially reasonable efforts to take, or cause to be taken, all actions arrange and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary to arrange obtain the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions (including, to the extent required, the full exercise of any flex provisions) set forth in the Debt Commitment LetterLetters, including using its commercially reasonable efforts to: to (i) comply with, maintain in effect and enforce the Debt Commitment Letter Letters in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Debt Commitment Letter; Letters, (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter Letters on the terms and conditions (including the flex provisions) contemplated by the Debt Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); Letters, (iv) satisfy on a timely basis (or obtain a waiver to) all conditions to funding that are applicable to Buyer Parent and within its control the Merger Sub in the Debt Commitment Letter Letters and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; Letters, (v) assuming enforce its rights pursuant to the satisfaction of the conditions set forth in Section 7.01 Debt Commitment Letter, and Section 7.02, to (vi) consummate the Debt Financing at or prior to the Closing, including by causing the Lenders Debt Financing Sources to fund the Debt Financing on at the Closing DateClosing. Parent and the Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letters as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) set forth in the Debt Commitment LetterLetters (unless such portion is not reasonably required to consummate the transactions contemplated by this Agreement), Buyer shall promptly notify Seller, and Buyer and the Borrowers shall Parent will use their its commercially reasonable efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as reasonably practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify materially less favorable in the conditions precedent aggregate to funding Parent and the Merger Sub than those set forth in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letters and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate New Debt Financing (the “New Commitment Letter”), Letters which New Commitment Letter will replace the existing Debt Commitment Letter Letters in whole or in part. Buyer shall Parent will promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters (and any fee letter in connection therewith). In the event that any New Debt Commitment Letter that provides for such Alternative Debt Financing. As applicableLetters are obtained, references (A) any reference in this Agreement to the “Debt Commitment Letters” will be deemed to include the Debt Commitment Letters to the extent not superseded by any New Debt Commitment Letter at the time in question and any New Debt Commitment Letters to the extent then in effect, and (iB) any reference in this Agreement to the “Debt Financing” shall include Alternate means the debt financing contemplated by the Debt Financing, and (ii) Commitment Letters as modified pursuant to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Dateforegoing.

Debt Financing and Alternate Debt Financing. Buyer Newco shall use commercially reasonable efforts to take, (or cause Merger Sub to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary use) its reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as reasonably practicable on the terms and conditions (including, to the extent required, the full exercise of any flex provisions) set forth in the Debt Commitment Letter, including using commercially its reasonable best efforts to: to (i) comply with, maintain in effect and enforce the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; provided that such efforts shall not require any modification of, or waiver of any rights under, the Commitment Letter, or any payment or other concession that would not be required under the existing terms of the Commitment Letter if the Debt Financing was consummated in accordance with its terms prior to the expiration of the Commitment Letter; (ii) comply with its material obligations under the Debt Commitment Letter; , (iii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including the flex provisions) contemplated by the Debt Commitment Letter (or on terms not materially less favorable to Buyer than the terms and conditions in the Commitment Letter or on other terms that would be permitted pursuant to Section 6.13(a)); Letter, (iv) satisfy on a timely basis (or obtain a waiver to) all conditions to funding that are applicable to Buyer Newco and within its control Merger Sub in the Debt Commitment Letter and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter; , (v) assuming enforce its rights pursuant to the satisfaction of the conditions set forth in Section 7.01 Debt Commitment Letter, and Section 7.02, to (vi) consummate the Debt Financing at or prior to the Closing, including by causing the Lenders Debt Financing Sources to fund the Debt Financing on at the Closing DateClosing. Newco and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) set forth in the Debt Commitment LetterLetter (unless such portion is not reasonably required to consummate the transactions contemplated by this Agreement), Buyer shall promptly notify Seller, and Buyer and the Borrowers Newco shall use their commercially its reasonable best efforts to, as promptly as practicable following the occurrence of such event (A) arrange and obtain, as promptly as reasonably practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources on terms and conditions (1) that do not impose new or additional conditions precedent or otherwise expand, amend or modify materially less favorable in the conditions precedent aggregate to funding Newco and Merger Sub than those set forth in a manner, when considered with all other conditions taken as a whole, that would reasonably be expected to materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or (2) otherwise reasonably acceptable to Buyer, Debt Commitment Letter and in an amount at least equal to the Required Amount, taking into account any other cash available to the Borrowers, Debt Financing or such unavailable portion thereof, as the case may be, which, in each case, shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the Commitment Letter in effect on the date hereof in a manner that would not be permitted pursuant to Section 6.13(a) (the “Alternate Debt Financing”); , and (Bii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment LetterLetters”), which New Debt Commitment Letter Letters will replace the existing Debt Commitment Letter in whole or in part. Buyer Newco shall promptly provide Seller the Company with an executed a copy of any New Debt Commitment Letters (and any fee letter in connection therewith). In the event that any New Debt Commitment Letter that provides for such Alternative Debt Financing. As applicableLetters are obtained, references (A) any reference in this Agreement to the “Financing Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters to the extent then in effect, and (iB) any reference in this Agreement to the “Financing” or the “Debt Financing” shall include Alternate means the debt financing contemplated by the Debt Financing, and (ii) Commitment Letters as modified pursuant to the “Commitment Letter” shall include the New Commitment Letter. In addition, notwithstanding anything to the contrary in this Section 6.13(b) or any other provision of this Agreement, Seller expressly agrees that any breach by Buyer or any of its Affiliates of the covenants set forth in Section 6.13(b) shall not result in the failure of a condition set forth in Section 7.03, if, notwithstanding such breach, Xxxxx is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Dateforegoing.