Common use of Debt Financing Clause in Contracts

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Company shall use their its reasonable best efforts to assist the Company obtain, or cause to arrange and obtain the be obtained, $5,000,000,000 of Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Financing Commitment Lettersas promptly as reasonably practicable and shall not, consummate without the Special Committee’s prior written consent, permit any amendment or modification to be made to, or any waiver of any provision under, the Debt Financing at Commitment, if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing) or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Financing Commitment, in a manner that would reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder. For the avoidance of doubt, it is understood and agreed that the Company, without the consent of the Special Committee, may amend the Debt Financing in any manner the Company Board determines is in the best interests of the Company (including to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Financing Commitment and amend the economic and other arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers or similar entities) so long as such amendment would not reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on or prior to the Closing; it being understood thatClosing Date, if any portion (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder or (z) result in the net proceeds of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent being made available to the Parties’ obligations hereunder shall have been satisfied Borrowers or waived (other than receipt any of their Affiliates, as applicable, in an amount which is not sufficient to satisfy the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) condition set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableSection 5.01(e)(iii).

Debt Financing. (a) The CompanyEach of Parent, MCK US Holdings, Merger Sub 1 and Echo Holdco and their respective Subsidiaries Merger Sub 2 shall use their its reasonable best efforts to assist take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, reasonably proper or reasonably advisable to arrange, obtain and consummate by no later than immediately prior to the Company to arrange First Merger Effective Time the Debt Financing and obtain the Debt Financing net cash proceeds thereof (after taking into account any original issue discount and other deductions from the loan amount) on the terms and conditions described in the Debt Commitment Letters Letter (including the “market flex” provisions of the fee letter) in an amount sufficient, together with other immediately available cash sources and amounts (none of which are subject to any conditions to funding) available to Parent on the Closing Date, to equal at least the Required Amount. None of Parent, US Holdings, Merger Sub 1 or Merger Sub 2 shall permit any (x) termination of the Debt Commitment Letter except in connection with any entry into an Alternative Financing permitted under Section 6.20(b) (it being understood that the automatic reduction or termination of commitments in accordance with the terms of the Debt Commitment Letter shall not constitute such a termination) or (y) amendment or restatement to be made to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, restatement, or waiver (i) with respect to the Debt Commitment Letter, reduces the aggregate cash amount of the Debt Financing below the amount necessary, when taken together with all other immediately available cash sources and amounts available to Parent, US Holdings, Merger Sub 1 and Merger Sub 2 (none of which are subject to any conditions to funding) to equal at least the Required Amount, (ii) imposes new or additional conditions precedent to the Debt Financing, in each case in a manner that would materially delay or prevent the consummation of the Transactions or the funding of the full cash amount of the Debt Financing on the Closing Date that is necessary, together with other immediately available sources and amounts, to equal at least the Required Amount, and (iii) adversely affects the ability of Parent or its applicable Subsidiary to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as promptly so amended, modified, waived or replaced, relative to the ability of Parent and its Subsidiaries to enforce their respective rights against such other parties to the Debt Commitment Letter as practicable in effect on the date hereof; provided that, notwithstanding anything to the contrary contained in this Section 6.20, (A) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may effect any such amendment or restatement to or waiver of any of its rights under the Debt Commitment Letter and/or substitution of other debt financing for all or any portion of the Debt Financing, in each case, so long as the foregoing complies with the provisions of this sentence that appear before this proviso and (B) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may amend or restate the Debt Commitment Letter to implement any “market flex” provisions of any fee letter relating to the Debt Financing as in effect on the date hereof (or that come into effect after the date hereof, including their reasonable best efforts but that are not in violation of the provisions of the sentence that appears before this proviso) to (i) maintain in effect the extent required to be implemented by the Financing Sources or otherwise pursuant to the terms of any such fee letter or to add lenders, purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources who had not executed the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements Letter as of the date hereof in accordance with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) Letter as in effect on the date hereof and, in connection therewith, amend or on restate the economic and other terms no less favorable arrangements to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior extent relating to the Closing; it being understood thatappointment of such additional lenders, if purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources. Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall not agree to the termination of any portion commitment in respect of the Debt Financing without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (except any termination or reduction of commitments in accordance with the terms of the Debt Commitment Letter). Parent shall deliver to the Company copies of any amended or restated Debt Commitment Letter or any written waiver thereto promptly following the execution thereof (provided that any fee letter (or any amendment, restatement or waiver to any such fee letter) may be subject to redactions of fee amounts, percentages, flex provisions and any other economic terms and other provisions that are customarily redacted in connection with transactions of this type, so long as such redaction does not cover terms that would adversely affect the conditionality or termination of the Debt Financing). For purposes of this Agreement, as applicable, (X) references to “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letters pursuant Letter as permitted to a public offeringbe amended, private offering under Rule 144A restated, modified, supplemented or otherwise has not been provided, replaced by this Section 6.20(a) and all conditions precedent any Alternative Financing permitted by Section 6.20(b) and (Y) references to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the “Debt Commitment Letters Letter” shall include such documents as permitted to provide the bridge financing contemplated be amended, restated, modified, supplemented or replaced by and on the terms and conditions (including this Section 6.20(a) or any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt commitment letters for Alternative Financing contemplated permitted by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableSection 6.20(b).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries 13.13.1 Each Buyer Party shall use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the consummate its respective Debt Financing on the terms and conditions described in the its respective Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (iia) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Companytherein, (iiib) satisfy on a timely basis all terms, covenants and conditions applicable to such Buyer Party in the Debt Commitment Letters that are within their control such definitive agreements, and (ivc) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the ClosingInitial Closing Date; it being understood thatprovided, however, that if a Buyer Party has raised through alternative sources sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price and any costs or expenses incurred by such Buyer Party in connection with the consummation of the Contemplated Transactions without any proceeds under such Debt Financing, such Buyer Party shall have no obligation to arrange Debt Financing on the terms and conditions described in its respective Debt Commitment Letter or otherwise. In the event any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and either Buyer Party becomes unavailable on the terms and conditions (including any applicable “flex” provisions) set forth contemplated in the applicable Debt Commitment LettersLetter, and to the extent such Buyer Party will not have sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price without some or all of the proceeds under such Debt Financing, such Buyer Party shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to such Buyer Party (as determined in the reasonable judgment of such Buyer Party) as promptly as practicable following the occurrence of such event. Each Buyer Party will furnish correct and complete copies of the Company, MCK and Echo Holdco shall keep each other reasonably informed all definitive agreements with respect to all material activity concerning the status of the Debt Financing contemplated by to Seller promptly upon their execution. No Buyer Party shall amend or alter, or agree to amend or alter, the Debt Commitment Letters and shall give each other notice in any manner that would prevent or materially impair or delay the consummation of any material adverse change with respect to such Debt Financing as promptly as practicablethe Contemplated Transactions without the prior written consent of Seller.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary or advisable to obtain the Debt Financing contemplated by the Debt Commitment Letter on the terms and subject to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter (including any definitive agreements entered into in connection therewith) until the earliest of the consummation of the Transactions, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions in the Debt Financing Agreements (as defined below) and in the Debt Commitment Letter applicable to Parent and Merger Sub (and that are within their control) to obtaining the Debt Financing contemplated thereby, (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters Letter (including any as modified, to the extent exercised, by the flex provisionsprovisions applicable thereto) or otherwise consistent in all material respects with the Debt Commitment Letter and on other terms no less favorable that would not (A) add any condition precedent to funding of the Debt Financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the Companyreceipt of the Debt Financing, or (iiiB) satisfy on a timely basis reduce the amount of the Debt Financing below an amount necessary (together with the proceeds of the Preferred Stock Issuance) to fund all conditions in of the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement (including the payment of the Cash Merger Consideration) (such definitive agreements, together with the Debt Commitment Letters that are within their control Letter, the “Debt Financing Agreements”), and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood , taking into account the anticipated timing of the Marketing Period (which efforts shall include making demand upon the Financing Sources to consummate the Debt Financing to the extent the conditions thereto have been satisfied (other than those which are dependent upon, or are to occur simultaneously with, the funding of the Debt Financing)), in each case, subject to the Company’s compliance with its obligations under Section 6.8(c) (other than any failures to comply with Section 6.8(c) that, individually and in the aggregate, are not material) (together with the proceeds of the Preferred Stock Issuance). Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing to the extent reasonably requested by the Company for purposes of monitoring the progress of the activities relating to the Debt Financing to the extent not prohibited by the confidentiality provisions contained in the Debt Financing Agreements. Without limiting the generality of the foregoing, Parent will promptly notify the Company (A) if Parent becomes aware of any material breach or material default by any party to any of the Debt Financing Agreements, (B) of the receipt of any written notice or other written communication from any Financing Source with respect to (x) any material breach, default, termination or repudiation under or in respect of any Debt Financing Agreement by any party thereto or (y) any material dispute or material disagreement between or among any parties to any of the Debt Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing necessary to fund the Transactions and (C) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the amounts required to be provided as contemplated by Parent or Merger Sub for the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt consummation of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableTransactions.

Debt Financing. (a) The Company10.1 AerCap shall use, MCK and Echo Holdco and their respective shall cause its Subsidiaries shall use their to use, reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after Credit Agreement and any related fee letters (the date hereof“Fee Letters”), including their using reasonable best efforts (a) to (i) maintain in effect the Debt Commitment LettersCredit Agreement, (iib) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters to satisfy (including any flex provisionsor cause its Subsidiaries to satisfy) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in to obtaining the Debt Commitment Letters Financing that are applicable to it and within their its control and (iv) upon satisfaction of the conditions as set forth in the Debt Commitment Letters, Credit Agreement and (c) to consummate the Debt Financing contemplated by the Credit Agreement at or prior to the Closing; it being understood that, if Completion and to timely cause the Lenders to fund the Debt Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Credit Agreement, AerCap shall promptly notify the Parent and the Seller of such unavailability and, to its knowledge, the reason therefor, and AerCap shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated hereby and that are not materially less favorable, taken as a whole, to the Company or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Credit Agreement. AerCap shall deliver to the Parent and the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters and engagement letters may be provided redacted in a customary manner). AerCap shall not agree to (x) any consent, amendment, supplement or other modification to the Credit Agreement that purports to assign any Lender’s obligation to fund under the Credit Agreement on the Completion Date or (y) any other assignment of funding obligations under the Credit Agreement, in each case, prior to the funding of the Debt Financing on the Completion Date, in either case without the Parent’s prior written consent. Except as contemplated by in the “market flex” provisions of the Fee Letters, AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, the Credit Agreement if such amendment, supplement, modification or waiver (A) reduces the aggregate amount of the Debt Commitment Letters pursuant to Financing, (B) adds any covenants or conditions, compliance with which would result in a public offeringbreach or default under any Indebtedness of any Company Group Member, private offering under Rule 144A or (C) imposes new or additional conditions or otherwise has not been providedexpands, and all amends or modifies any of the conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing in a manner that would reasonably be expected to (I) delay or prevent the Completion, (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (III) reduce the aggregate amount of the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Credit Agreement or the other definitive agreements relating to the Debt Financing. AerCap shall promptly deliver to Parent, Seller and those conditions the Company copies of any amendment, supplement or other modification of the Credit Agreement that either (x) is otherwise permitted under this clause 10.1 or (y) has been consented to in writing by the Parent. AerCap shall give the Parent and the Seller prompt written notice of (x) any material breach by any party to the Credit Agreement of which by their nature AerCap becomes aware or any termination of the Credit Agreement, or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders to the Credit Agreement or the definitive agreements related thereto with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be satisfied except by actions taken at the Closing, but subject able to the their satisfaction at the Closing), the Company shall draw upon the commitments under obtain all or any portion of the Debt Commitment Letters to provide the bridge financing contemplated by and Financing on the terms and conditions (including any applicable “flex” provisions) set forth conditions, in the Debt Commitment Lettersmanner or from the sources contemplated by the Credit Agreement or the definitive agreements related thereto, AerCap shall deliver prompt written notice to the Seller. Each of the Company, MCK and Echo Holdco AerCap shall keep each other the Seller informed on a reasonably informed with respect to all material activity concerning current basis in reasonable detail of the status of its efforts to arrange the Debt Financing contemplated by and provide to the Seller copies of all related documents. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Commitment Letters and shall give each other notice Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any material adverse change with respect to such Debt Financing as promptly as practicableof its respective obligations hereunder.

Debt Financing. (a) The CompanyFrom and after the date hereof and prior to the Effective Time, MCK or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall provide, and Echo Holdco shall cause its Subsidiaries to, and their respective Subsidiaries shall use their its reasonable best efforts to assist cause its and their respective Representatives, including legal and accounting, to provide all cooperation reasonably requested by Parent in connection with arranging, obtaining and syndicating any debt financing (the “Debt Financing”) by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, taken as a whole). None of the Company or any of its Subsidiaries shall be required to arrange and obtain pay any commitment or other similar fee in connection with the Debt Financing that is not advanced to the Company by Parent. Parent shall on the terms earlier of the Effective Date and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereoftermination of this Agreement, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to upon request by the Company, (iii) satisfy on a timely basis reimburse the Company for all conditions in the Debt Commitment Letters that are within their control reasonable and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated documented out-of-pocket costs incurred by the Debt Commitment Letters pursuant to a public offeringCompany or its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, private offering under Rule 144A or otherwise has not been provided, its Subsidiaries and their respective Representatives from and against any and all conditions precedent to liabilities and Damages suffered or incurred by them in connection with the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt arrangement of the Debt Financing and those conditions which any information utilized in connection therewith (other than information provided by their nature will not be satisfied except by actions taken at or on behalf of the ClosingCompany or the Subsidiaries), but subject in each case, other than to the their satisfaction at extent any of the Closing)foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Section 6.8 by, the Company shall draw upon or any of its Subsidiaries or their respective Representatives (the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by reimbursement and on the terms and conditions (including any applicable “flex” provisions) indemnification obligations of Parent set forth in this sentence are referred to, collectively, as the “Reimbursement Obligations”). The Company hereby consents to the use of its and its Subsidiaries’ trademarks and logos in connection with the Debt Commitment Letters. Each Financing, provided that such trademarks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the CompanyCompany or any of its Subsidiaries and its or their trademarks or logos. All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 6.8 shall be kept confidential in accordance with the Confidentiality Agreement; provided, MCK however, that (x) such information may be shared on a confidential basis with any actual or prospective Debt Financing Sources, their representatives and Echo Holdco shall keep each other reasonably informed Affiliates in connection with respect to all material activity concerning the status of the Debt Financing contemplated by and (y) Parent, its Representatives and the Debt Commitment Letters Financing Sources, their representatives and Affiliates shall give each other notice of any material adverse change be permitted to disclose information as necessary and consistent with respect to such customary practices in connection with the Debt Financing so long as promptly as practicableParent and its Representatives reasonably cooperate with the Company in order to permit the Company to comply with its obligations under applicable Law relating to the disclosure of such confidential information.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser shall use their its reasonable best efforts to assist take, or cause to be taken, all actions, and shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Company Financing Amounts on or prior to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofClosing, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letters Letter (including including, as necessary, the “flex” provisions contained in any flex provisionsrelated fee letter) or or, if available, on other terms no that (A) are acceptable to Purchaser, (B) would not reduce the aggregate amount of the Debt Financing such that the aggregate amount of the Debt Financing would be less favorable than the Financing Amounts, (C) would not impose new or additional conditions precedent to the Companyavailability of the Debt Financing or adversely expands, amends or modifies any of the existing conditions precedent to the Debt Financing as compared to the conditions as of the date hereof, (D) would not reasonably be expected to adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter, (E) would not reasonably be expected to hinder, delay or prevent the Closing and (F) would otherwise be permitted by this Section 5.20 and (iii) satisfy on a timely basis all conditions applicable to (and within control of) Purchaser in the Debt Commitment Letters that are within their control Letter and (iv) upon satisfaction the Definitive Agreements and complying with its obligations thereunder. Purchaser shall use its reasonable efforts to comply with its obligations, and enforce its rights, under the Debt Commitment Letter and Definitive Agreements. Without limiting the generality of the foregoing, in the event that all conditions set forth contained in the Debt Commitment LettersLetter (other than consummation of the transactions contemplated by this Agreement and those conditions that by their nature are to be satisfied or waived at Closing) have been satisfied, consummate Purchaser shall use its reasonable best efforts to cause the Financing Parties to fund the Debt Financing at or prior required to consummate the Closing; it being understood that, if any portion of the Debt Financing to be provided as transactions contemplated by this Agreement and pay the Debt Commitment Letters pursuant Closing Purchase Price and the Final Purchase Price to a public offeringSeller (or one of its designated Affiliates), private offering under Rule 144A as and when contemplated by this Agreement, and to pay or otherwise has not been provided, perform all obligations of Purchaser under this Agreement and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment LettersAncillary Agreements. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and Purchaser shall give each other Seller prompt notice of any material adverse change with respect breach by any party to such the Debt Financing as promptly as practicableCommitment Letter or Definitive Agreements of which Purchaser has become aware or any termination of the Debt Commitment Letter or Definitive Agreements.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitment, including their commercially reasonable best efforts to (i) maintain in effect the Debt Commitment LettersFinancing Commitment, (ii) negotiate satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Debt Financing, (iii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Financing Commitment Letters (including any flex provisions) or on other terms no less favorable to consistent in all material respects with the CompanyFinancing Commitment, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that. Parent shall give the Company prompt notice (A) of any material breach by any party of the Financing Commitment of which Parent or Merger Sub becomes aware, (B) if and when Parent or Merger Sub becomes aware that any portion of the Debt Financing to be provided as financing contemplated by the Debt Financing Commitment Letters pursuant will not be available to consummate the Transactions and (C) of any termination of the Financing Commitment. Parent shall keep the Company informed on a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent reasonably current basis in reasonable detail of the status of their efforts to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of arrange the Debt Financing or Alternative Financing and those conditions which provide to the Company copies of executed copies of the definitive documents related to the Debt Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their nature terms). If the Financing Commitment shall expire or terminate for any reason, Parent shall use its reasonable best efforts to promptly obtain, and will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), promptly provide the Company shall draw upon with a copy of, a new financing commitment that provides for an amount of financing sufficient to consummate the commitments under the Debt Commitment Letters to provide the bridge financing transactions Execution Copy contemplated by hereby and on the other terms and conditions (including any applicable “flex” provisions) set forth the aggregate effect of which is not materially adverse to Parent in comparison with those contained in the Debt Financing Commitment Lettersas originally issued (an “Alternate Financing”). Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Any Alternate Financing contemplated may be made by the Debt Lenders or other lenders that are parties to the Financing Commitment Letters as originally issued or another bona fide lender or lenders acceptable to the Parent. Parent shall accept any such commitment letter if the funding conditions and shall give each other notice of any material terms and conditions contained therein are not materially adverse change to Parent in comparison with respect to such Debt those contained in the Financing Commitment as promptly as practicableoriginally issued.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall Parent will use their reasonable best efforts to assist the Company take, or cause to arrange be taken, all appropriate action, and obtain to do, or cause to be done, all things necessary, proper or advisable to cause the Debt Financing on to be consummated (including by taking enforcement action to cause the terms Lenders to provide the Debt Financing). Without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), Parent shall not, and conditions described in shall cause TIFSA and the Borrower not to, consent or agree to any material amendment or modification to, or any waiver of any material provision under, or any replacement of, the Debt Commitment Letters or the definitive agreements relating to the Debt Financing, or enter into any material agreement or arrangement with respect to the Debt Financing (including in respect of any alternative financing) other than definitive agreements relating to the Debt Financing as promptly as practicable after contemplated by (and substantially upon the date hereof, including their reasonable best efforts to (iexpress terms set forth in) maintain in effect the Debt Commitment Letters, as in effect on the date hereof; provided that, in any event, Parent shall be permitted to, and shall be permitted to cause TIFSA or the Borrower to, consent or agree to any amendment or modification, or any waiver of any provision, under any Debt Commitment Letter if such amendment, modification or waiver solely adds (i) lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof as parties thereto, or (ii) negotiate the Borrower (and enter into definitive agreements with correspondingly removes TIFSA) as a party thereto, and/or in each case to make conforming modifications to any Debt Commitment Letter in respect thereto on of such changes. Any such amendment, modification or waiver in violation or breach of, or in conflict with, the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing Section 6.16(c) shall be deemed to be provided as contemplated by material for purposes of this Section 6.16(a) and the Debt Commitment Letters pursuant Company’s withholding, conditioning or delaying of consent with respect thereto shall be deemed to a public offeringbe reasonable. At the Company’s reasonable request from time to time, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder Parent shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), inform the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each reasonable detail of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of its efforts to arrange the Debt Financing contemplated by Financing; provided that in no event will Parent be under any obligation to disclose any information that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that Parent shall use its reasonable best efforts, including entering into a common defense or common interest, or other similar agreement, to allow for such disclosure to the Debt Commitment Letters and shall give each other notice maximum extent that does not result in a loss of any material adverse change with respect to such Debt Financing as promptly as practicableattorney-client, attorney work product or other legal privilege).

Debt Financing. (a) The CompanySubject to the terms and conditions of this Agreement, MCK Parent and Echo Holdco Purchaser will (and their respective Subsidiaries shall Parent will cause MIFSA to) use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood thatClosing Date to the extent necessary to consummate the Transactions, and will not (and Parent will cause MIFSA not to), without the Company’s prior written consent, amend, modify, replace, terminate or agree to any waiver under the Debt Commitment Letter if any portion such amendment, modification, replacement, termination or waiver (i) reduces the aggregate amount of the Debt Financing to an amount that, together with Purchaser’s, the Company’s and their respective Affiliates’ cash and cash equivalents on hand and available committed credit facilities, would be provided as contemplated by less than an amount that would be required to fund the cash payments required to consummate the Transactions or (ii) changes the conditions to obtaining the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Financing or otherwise has not been provided, and all adds new or additional conditions precedent to obtaining the Parties’ obligations hereunder shall have been satisfied Debt Financing, if such change would reasonably be expected to (A) materially delay or waived prevent the Closing, (other than receipt B) make the funding of the Debt Financing and those (or satisfaction of the conditions which by their nature will not be satisfied except by actions taken at to obtaining the Closing, but subject Debt Financing on the Closing Date) materially less likely to occur or (C) materially adversely impact the their satisfaction at ability of MIFSA to enforce its rights against the Closing), the Company shall draw upon the commitments under other parties to the Debt Commitment Letters Letter or the definitive agreements with respect thereto; provided, however, that, notwithstanding the foregoing, Parent may cause MIFSA to provide (1) amend or replace the bridge financing contemplated by Debt Commitment Letter or the Debt Fee Letter to add lenders, arrangers, bookrunners, syndication agents, managers or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement and on the terms and conditions (including 2) implement or exercise any applicable “flex” provisions) set forth provisions provided in the Debt Commitment LettersFee Letter as in effect on the date of this Agreement. Each of In the Companyevent that new commitment letters are entered into in accordance with any amendment, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status modification or replacement of the Debt Financing contemplated by the Commitment Letter permitted pursuant to this Section 6.14, such new commitment letters shall be deemed to be a “Debt Commitment Letters Letter” for all purposes of this Agreement and shall give each other notice of any material adverse change with respect references to such Debt Financing as promptly as practicable.“

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist take (taking into account the Company expected timing for Closing), or cause to arrange be taken, all actions and obtain do, or cause to be done, all things necessary, proper or advisable to obtain, no later than the Closing Date, the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain maintaining in effect the Debt Commitment LettersLetter in accordance with and subject to the terms and conditions set forth therein (it being understood that the Debt Commitment Letter may be replaced or amended as provided below), (ii) negotiate and enter into negotiating definitive agreements with respect thereto on to the Debt Financing or any Alternative Debt Financing (the “Definitive Debt Agreements”) substantially consistent with (or better than) the terms and conditions contained in the Debt Commitment Letters Letter (including including, as necessary, any flex provisions) or on other terms no less favorable to the Company“market flex” provisions contained in any related fee letter), (iii) satisfy satisfying on a timely basis (or obtaining a waiver of) all conditions in the Debt Commitment Letters Letter and the Definitive Debt Agreements applicable to Parent or its Affiliates that are within their control and (iv) upon complying with the covenants applicable to it in the Debt Commitment Letter and in the Definitive Debt Agreements for the Debt Financing that are within its control to the extent the failure to comply with such covenants could adversely impact the amount, certainty or timing, or the availability of, the Debt Financing or Alternative Debt Financing at the Closing. In the event that all conditions contained in the Debt Commitment Letter have been satisfied, Parent shall use its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at Closing (including by promptly taking enforcement action in the event of a material breach by the Debt Financing Source of their obligations under the Debt Commitment Letter or Definitive Debt Agreements (it being understood that a breach consisting of a refusal to fund in accordance with the terms of the Debt Commitment Letter or Definitive Debt Agreements, as applicable, will be considered a material breach for purposes hereof)). Other than amendments, modifications or supplements to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties to the Debt Commitment Letter (but if and only if the addition of such additional parties, individually or in the aggregate, and together with any amendments or modifications to the Debt Commitment Letter in connection therewith, would not result in the occurrence of a Restricted Commitment Letter Amendment (as defined below), Parent shall not, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or Definitive Debt Agreements if such amendment, modification, waiver or remedy (A) adds new (or expands or adversely amends or modifies any existing) conditions to the consummation of the Debt Financing in a manner that could reasonably be expected to (x) prevent or delay the Closing or (y) make the timely funding of the Debt Financing, or the satisfaction of the conditions set forth to obtaining the Debt Financing, less likely to occur in any respect, (B) reduces the amount of the Debt Financing to an amount that would be less than the amount that would be required to pay the Financing Amount, (C) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Commitment LettersLetter or the Definitive Debt Agreements, consummate (D) waive any remedy available to Parent or its Affiliates thereunder or adversely affect the ability of Parent or its Affiliates to enforce or cause the enforcement of its rights under the Debt Financing at Financing, (E) allow for the early termination of the Debt Commitment Letter or prior (F) could reasonably be expected to prevent, impede or delay the Closing; it being understood thatconsummation of the Merger and the other transactions contemplated by this Agreement (clauses (A)-(F), if collectively the “Restricted Commitment Letter Amendments”). In the event that any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offeringbecomes unavailable, private offering under Rule 144A or otherwise has not been providedParent reasonably expects may become unavailable, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each Letter, regardless of the Companyreason therefor (other than Parent has the right to terminate this Agreement pursuant to Section 8.01 hereof), MCK and Echo Holdco shall keep each other or if Parent reasonably informed with respect believes that an alternative debt financing (which, for the avoidance of doubt, will include the Series 2022-1 Term Notes referred to all material activity concerning in the status of Debt Commitment Letter) will be more likely to be consummated than the Debt Financing contemplated by the Debt Commitment Letters Letter, Parent will (i) use its reasonable best efforts to obtain alternative debt financing (in an amount at least equal to the Financing Amount) from the same or other sources (the “Alternative Debt Financing”) and (ii) promptly notify the Company of such unavailability and the reason therefor or such determination that an Alternative Debt Financing will be more likely to be consummated than the Debt Financing contemplated by the Debt Commitment Letter. For the purposes of this Section 6.16 (other than as expressly provided otherwise), the term “Debt Financing” shall give each other notice of be deemed to include any material adverse change Alternative Debt Financing arranged in compliance herewith, and the term “Debt Commitment Letter” and “Definitive Debt Agreement” shall be deemed to include any commitment letter (or similar agreement) or definitive agreement with respect to any such Alternative Debt Financing; provided, that, notwithstanding anything to the contrary herein, in no event shall any Alternative Debt Financing as promptly as practicableor amendment with respect to the Debt Commitment Letter be deemed to adversely expand the obligations set forth in this Section 6.16 of the Company and its Subsidiaries.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its commercially reasonable best efforts to assist the Company do (or cause to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofbe done), including their reasonable best efforts all things necessary, proper or advisable to (i) maintain in effect the Debt Commitment LettersLetter until the transactions contemplated by this Agreement are consummated (it being understood that the Debt Commitment Letter may be replaced, amended, restated, amended and restated, supplemented or otherwise modified from time to time as provided below), (ii) negotiate and enter into definitive financing agreements with respect thereto to the Debt Financing on the terms and conditions contained set forth in the Debt Commitment Letters Letter (including taking into account any flex “market flex” provisions) or otherwise on other terms that would not reasonably be expected to adversely affect the availability of, or conditions to, the Debt Financing, so that such agreements are in effect no less favorable to later than the CompanyClosing Date, (iii) satisfy on a timely basis all conditions to the initial funding of the Debt Financing at Closing applicable to Buyer and under the control of Buyer in the Debt Commitment Letters that are within their control Letter and such definitive financing agreements and (iv) upon subject to the satisfaction of the conditions set forth in the Debt Commitment LettersSection 7.1 and Section 7.2, consummate at Closing the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant Letter to be funded at Closing in accordance with the terms of the Debt Commitment Letter. Buyer shall keep Seller informed on a public offering, private offering under Rule 144A or otherwise has not been provided, reasonably current basis in reasonable detail of any material developments in its efforts to arrange and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of obtain the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at promptly provide the Seller with copies of all executed amendments, modifications or replacements of any Debt Commitment Letter or definitive agreements for the Debt Financing entered into prior to Closing, but subject to the their satisfaction at the Closing), the Company . Buyer shall draw upon the commitments under promptly notify Seller if (A) the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions Letter shall expire or be terminated, (including B) for any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Companyreason, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status or a portion of the Debt Financing contemplated by the Debt Commitment Letters and shall give each Letter to be funded at Closing becomes unavailable to be funded at Closing, (C) Buyer receives or has knowledge that Buyer or any other party to the Debt Commitment Letter breaches or defaults under the Debt Commitment Letter in a manner that would reasonably be expected to have a Financing Adverse Impact, (D) Xxxxx receives any written notice or other written communication from any of any material adverse change the Debt Financing Sources party to the Debt Commitment Letter with respect to any termination or repudiation by such party to the Debt Commitment Letter and which termination or repudiation would reasonably be expected to adversely affect the conditionality, timing, availability or amount of the Debt Financing, or (E) Buyer becomes aware of the occurrence of any other event or development that would otherwise reasonably be expected to have a Financing Adverse Impact. Notwithstanding anything herein or in the Confidentiality Agreement to the contrary, (x) in no event will Buyer be under any obligation to disclose any information pursuant to this Section 6.17 that would waive the protection of attorney-client or other legal privilege or result in the violation of any applicable confidentiality undertakings; provided, that, in such case, Buyer will, (i) to the extent permitted by applicable law and/or such applicable confidentiality undertakings, provide notice to the Seller that such information is being withheld on such basis and (ii) use commercially reasonable efforts to provide any such information in a manner that would not result in the disclosure of privileged information or information that would result in violation of contractual obligations and shall, to the extent legally permissible and reasonably practicable, make appropriate substitute arrangements under the circumstances described in foregoing clause (x). All information provided by Buyer or any of its Representatives pursuant to this Section 6.17 or otherwise in connection with the Debt Financing as promptly as practicableshall be kept confidential in accordance with the confidentiality provisions of the Debt Commitment Letter.

Debt Financing. (a) The CompanyWithout limiting the generality of Buyer's and Merger Sub's obligations under Section 6.04, MCK Buyer and Echo Holdco and their respective Subsidiaries shall Merger Sub will use their reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Debt Financing as promptly as practicable following the date of this Agreement and obtain in timely fashion on the terms and conditions, taken as a whole, described in the Debt Commitment Letter, including (i) maintaining in effect the commitment for the Debt Financing set forth in the Debt Commitment Letter, (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing on the terms and conditions described contemplated by the Debt Commitment Letter (including any flex terms in the Debt Commitment Letters as promptly as practicable after Letter) or on such other terms that would not (A) reduce the date hereofaggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (B) impose new or additional conditions to the receipt of the Debt Financing, including their reasonable best efforts or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing in a manner that would reasonably be expected to (i1) maintain in effect materially delay, or prevent, the funding of the Debt Financing on the Closing Date, (2) materially impede the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) or (3) materially adversely affect (x) the ability of Buyer or Merger Sub to enforce their rights against the other parties to the Debt Commitment Letters, (ii) negotiate and enter into Letter or the definitive agreements with respect thereto or (y) the ability of Buyer or Merger Sub to consummate the Transactions or (C) be otherwise materially adverse to the interests of the Company and its Unitholders (any such adverse effect described in clauses (A) through (C), an "Adverse Effect on the terms Financing"); (iii) satisfying and causing to be satisfied (or waived) (and causing their respective Affiliates to satisfy), on a timely basis, all conditions contained applicable to Buyer, Merger Sub and their respective Affiliates in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to Letter and the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control definitive agreements related thereto; and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ complying with their respective obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters Letter to provide the bridge financing contemplated by extent failure to comply with such covenants and other obligations would result in, or reasonably be expected to result in, an Adverse Effect on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableFinancing.

Debt Financing. (a) The CompanyAs of the date of this Agreement, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company has received true and complete copies of one or more executed debt commitment letters, dated as of the date hereof (including all exhibits, schedules and annexes thereto, the “Debt Commitment Letter”) and any fee letter referred to arrange in the Debt Commitment Letter (provided that the provisions in any fee letter related to fees and obtain other economic and any “market flex” terms may be redacted; provided that such redacted terms would not adversely affect the conditionality, availability or termination of the debt financing contemplated by, and in the amount set forth in, the Debt Commitment Letter (such debt financing, the “Debt Financing”) or reduce the amount of the Debt Financing available to less than the amount required with respect to the Debt Financing to consummate the transactions contemplated by this Agreement), pursuant to which the lenders party thereto have committed, subject to the terms and conditions set forth therein, to provide to the Company the amount of debt financing set forth therein. The Company has fully paid any and all commitment fees or other fees required by such Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, assuming due authorization, execution and delivery by the other parties thereto, the Debt Commitment Letter is a legal, valid and binding obligation of the Parent, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles and, to the Knowledge of the Parent, each other party thereto to provide the financing described therein on the terms and subject to the conditions described set forth therein and is in full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect, and, to the Knowledge of the Parent, as of the date hereof no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to result in a failure of any condition to the funding of the Debt Financing. No amendment or modification to, or, to the Parent’s Knowledge, withdrawal, termination or rescission of, the Debt Commitment Letters Letter is contemplated as promptly of the date hereof (except for the addition as practicable after parties to the Debt Commitment Letter of lenders, lead arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Commitment Letter as of the date hereof, including their reasonable best efforts to (i) maintain ). Assuming the Debt Financing is funded in effect accordance with the terms of the Debt Commitment Letters, (ii) negotiate Letter and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) satisfaction or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction waiver of the conditions set forth in Sections 7.1 and 7.2, the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as aggregate proceeds contemplated by the Debt Commitment Letters pursuant Letter, together with available funds of the Parent, will, in the aggregate, be sufficient for the Parent to a public offering, private offering under Rule 144A or otherwise has not been providedcomplete the transactions contemplated hereby, and to satisfy all conditions precedent of the obligations of the Parent under this Agreement, including (x) paying the Parent Aggregate Cash Consideration at Closing, (y) the Payoff Amount, and (z) in each case, paying all related fees and expenses (collectively, the “Required Amount”). Except for any fee letter referred to in the Debt Commitment Letter, as of the date hereof, there are no side letters or other Contracts or understandings related to the Parties’ obligations hereunder shall have been satisfied funding or waived (other than receipt investing, as applicable, of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) other than as expressly set forth in the Debt Commitment LettersLetter. Each Neither the fee letter referred to in the Debt Commitment Letter nor any other Contract (other than the Debt Commitment Letter) between the lenders party to the Debt Commitment Letter, on the one hand, and the Parent or any of its Affiliates, on the other hand, contains any conditions precedent or other contingencies (x) related to the funding of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status full amount of the Debt Financing or that could reduce the aggregate amount of the Debt Financing set forth in the Debt Commitment Letter or the aggregate proceeds contemplated by the Debt Commitment Letters and shall give each other notice Letter or (y) that could otherwise adversely affect the conditionality or enforceability of any material adverse change Debt Commitment Letter with respect to such all or any portion of the Debt Financing as promptly as practicableFinancing.

Debt Financing. (a) The CompanyFrom the date hereof and ending at the earlier of (i) the Closing Date and (ii) termination of this Agreement pursuant to Section 8.1, MCK and Echo Holdco and their respective Subsidiaries each Parent Party shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and obtain to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, consummate and enforce the Debt Financing on the terms and conditions described in the Debt Commitment Letters Letter as promptly as practicable after in effect on the date hereof, including their . Such actions shall include using its reasonable best efforts to to: (i) maintain in full force and effect (1) the Debt Commitment LettersLetter until the initial funding of the Debt Financing and (2) thereafter, the First Lien Credit Documentation (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained as defined in the Debt Commitment Letters Letter as in effect on the date hereof) pursuant to which the Financing Sources have committed to provide the First Lien Term Facility (including as defined in the Debt Commitment Letter as in effect on the date hereof) and subject to Section 5.20(c) below, the Parent agrees that it shall not and shall not permit any flex provisions) or on other terms no less favorable of its Affiliates to terminate the commitments pursuant to the Company, First Lien Term Facility thereunder prior to the funding thereof and the consummation of the Refinancing (iiias defined in the Debt Commitment Letter as in effect on the date hereof); (ii) satisfy on a timely basis all of the conditions precedent to the Debt Financing applicable to any Parent Party and within its control that are to be satisfied by such Parent Party; (iii) negotiate, execute and deliver definitive documents (“Debt Financing Documents”) that substantially reflect the terms of the Debt Commitment Letter (including, as necessary and subject to the terms of the Debt Commitment Letter, agreeing to any required changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letters that are within their control Letter or any related fee letter), in each case which terms shall not impose new or additional conditions or expand on (or amend or modify in any manner adverse to the Company) the conditions to the funding of the proceeds from the Debt Financing at the Closing, reduce the aggregate amount of the proceeds from the Debt Financing available to be funded on the Closing Date below the Required Financing Amount (taking into account the Available Cash) or reasonably be expected to delay, impair or prevent the Closing; and (iv) upon satisfaction if the conditions contained in Section 6.1 and Section 6.3 of this Agreement and the conditions to the Debt Financing have been satisfied, drawing the full amount of the proceeds from the Debt Financing to the extent needed, together with Available Cash and the amount in the Trust Account, to satisfy all of the payment obligations of the Parent Parties under this Agreement at the Closing. Each Parent Party shall use reasonable best efforts to comply in all material respects with its obligations under the Debt Commitment Letter to the extent that failure to do so would reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the proceeds of the Debt Financing when required pursuant to this Agreement. No Parent Party shall, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), permit or consent to any amendment, supplement or modification to be made to any provision of the Debt Commitment Letter or any Debt Financing Documents if such amendment, supplement or modification (i) would (A) change, expand or impose new conditions precedent to the funding of the proceeds from the Debt Financing from those set forth therein on the date hereof or (B) change the timing of the funding of the proceeds of the Debt Financing thereunder, in each case, in a manner that would reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the proceeds of the Debt Financing when required pursuant to this Agreement, (ii) could reasonably be expected to adversely affect any Parent Party’s ability to consummate the transactions contemplated by this Agreement, (iii) could reasonably be expected to prevent, impair or delay Closing, (iv) would reduce the aggregate cash amount of the proceeds of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof) below the Required Financing Amount (taking into account the amount in the Trust Account and the Available Cash), or (v) would reasonably be expected to prevent, delay, impose additional conditions on, or impair the Existing Notes Refinancing (collectively, the “Restricted Commitment Letter Amendments”); provided, that notwithstanding the limitations set forth in this Section 5.20, a Parent Party may amend the Debt Commitment Letter to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof (including in replacement of a Lender) and reallocate commitments in connection therewith or assign or re-assign titles and roles to or amend parties to the Debt Commitment Letter or (2) implement any “flex” provisions set forth in the fee letter (as in effect on the date hereof) relating to the Debt Commitment LettersLetter as in effect on the date hereof. For purposes of this Agreement, consummate references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 5.20 to be amended, modified or waived, in each case from and after such amendment, modification or waiver. Subject to Section 6.1 and Section 6.3, each Parent Party acknowledges and agrees that the Debt Financing at or prior is not a condition to the Closing; it being understood that, if any portion occurrence of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The CompanyFrom and after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 10.1, MCK and Echo Holdco and their respective Subsidiaries Seller shall cause the Company Group to use their commercially reasonable best efforts to assist provide such assistance to Purchaser, at the Company sole expense of Purchaser, as is reasonably requested by Purchaser in connection with the Debt Financing. Such commercially reasonable efforts to arrange provide such assistance shall include each of the following: (i) participation in, and obtain assistance with, the arrangement of the Debt Financing on and the terms Marketing Efforts related thereto, including furnishing to Purchaser and conditions described in the its Debt Commitment Letters Financing Sources, as promptly as is reasonably practicable after the date hereoffollowing Purchaser’s request, such pertinent and customary information (including their reasonable best efforts financial statements) as may be reasonably necessary to (i) maintain in effect arrange the Debt Commitment LettersFinancing and consummate the Marketing Efforts or assemble the Marketing Material, (ii) negotiate and enter into definitive agreements with respect thereto delivery on or prior to the terms and conditions contained in Closing Date to Purchaser of the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the CompanyFinancing Documents and Ancillary Financing Documents, (iii) cooperating with Purchaser to satisfy on a timely basis all conditions in the Debt Commitment Letters that are Financing Condition to the extent within their the reasonable control of the Company Group and take all corporate actions reasonably requested by Purchaser to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available at Closing and (iv) upon satisfaction providing such other customary information as Purchaser may reasonably request with respect to the Debt Financing (including financial statements and other financial data and financial information and operating data required to consummate the Debt Financing). Company hereby consents to Purchaser’s use of the conditions Company Group’s respective logos in connection with the Debt Financing in a form and manner mutually agreed in advance with Company. Notwithstanding any other provision of this Agreement to the contrary, none of the Company Group or their respective personnel or advisors shall be required to provide any assistance or cooperation contemplated by the foregoing sentences of this Section 7.9(a) which Seller reasonably believes would (i) materially interfere with the Business or ongoing operations of any of the Company Group, (ii) require Seller or any of the Company Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing, (iii) result in a breach or violation of any confidentiality arrangement or material agreement or the loss of any material legal or other privilege, (iv) cause any representation or warranty in this Agreement to be breached in any material respect or any condition to Closing set forth in ARTICLE IX to not be satisfied, (v) cause any director, manager, officer, employee or stockholder of the Seller or any of the Company Group to incur any personal liability, (vi) require the directors or managers of Seller or any of the Company Group, acting in such capacity, to authorize or adopt any resolutions approving any of the Debt Financing Documents prior to the Closing, (vii) require Seller, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing, (viii) provide access to or disclose any information that Seller or any of the Company Group determines in its good faith opinion would reasonably be expected to result in the loss of any attorney-client privilege of any of them or (ix) take any action that would reasonably be expected to conflict with or violate in any material respects this Agreement, any Organizational Documents of Seller or any of the Company Group, any applicable Laws or any Contracts to which Seller or any of the Company Group is a party or by which any of their respective assets or properties is bound. All such assistance referred to in this Section 7.9 shall be at Purchaser’s written request with reasonable prior notice and at Purchaser’s sole cost and expense, and Purchaser shall promptly reimburse Seller and the Company Group for all documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by them in connection with such assistance. For the avoidance of doubt, such assistance shall not require Seller, the Company Group or any of their respective Affiliates to agree to any contractual obligation (other than confidentiality provisions set forth in the Debt Commitment Letters, consummate Letter) or otherwise incur any liability relating to the Debt Financing at that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to Seller, the Company Group or prior any of their respective Affiliates upon the termination of this Agreement. None of Seller, the Company Group or any of their respective Affiliates shall be required to the Closing; it being understood that, if make any portion of representation or warranty in connection with the Debt Financing or the Marketing Efforts; provided that, upon Purchaser’s written request with reasonable prior notice and at Purchaser’s sole cost and expense, the Seller and the Company Group shall use commercially reasonable efforts to promptly supplement any information furnished in connection with the Marketing Efforts so that the representations and warranties of the Purchaser under the Debt Financing Documents remain accurate and complete in all material respects. Neither Seller nor any of its Affiliates shall have any obligations under this Section 7.9 following the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Purchaser or the Debt Financing Sources pursuant to this Section 7.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that such information may be disclosed to “private side” lenders (and their counsel) that agree to customary confidentiality obligations in connection with the Marketing Efforts. Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed by the Parties that the conditions set forth in Section 9.2(c), as applied to Seller’s and the Company’s obligations under this Section 7.9, shall be deemed to be provided as contemplated by satisfied unless the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise Financing has not been provided, obtained as a direct result of Seller’s or the Company’s intentional and all conditions precedent material breach of their respective obligations under this Section 7.9(a). Notwithstanding anything in this Agreement to the Parties’ contrary, the Parties acknowledge and agree that the provisions contained in this Section 7.9(a) represent the sole obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing)Seller, the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by Group and on the terms their respective personnel and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed advisors with respect to all material activity concerning assistance and cooperation in connection with the status arrangement of any financing (including the Debt Financing contemplated Financing) to be obtained by the Debt Commitment Letters and shall give each other notice of any material adverse change Purchaser with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such Debt Financing as promptly as practicableobligations.

Debt Financing. (a) The CompanyBuyer has delivered to the Group Companies a true, MCK correct and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts complete copy of the executed Debt Commitment Letter, attached hereto as Exhibit D. As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified in any manner since Buyer provided, on or prior to assist the Company date of this Agreement, a fully executed copy of the Debt Commitment Letter. Neither Buyer nor any of its Affiliates has entered into any amendment or modification to arrange and obtain the Debt Commitment Letter or any agreement, side letter or other arrangement with respect to the Debt Financing on the terms and conditions described in contemplated by the Debt Commitment Letters as promptly as practicable after Letter among the date hereofparties thereto, including their reasonable best efforts in each case, that would add any condition precedent to (ifunding of the Debt Financing or otherwise expand or adversely amend or modify any of the conditions precedent to the receipt of the Debt Financing, reduce the amount of the Debt Financing below an amount necessary to fund all of the amounts required to be provided by Buyer for the consummation of the Purchase and the other transactions contemplated by this Agreement to occur on the Closing Date, adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. Assuming the satisfaction of the conditions set forth in Section 2.6(a) maintain and Section 2.6(b) and that the Debt Financing is funded in effect accordance with the Debt Commitment LettersLetter (including any “market flex” provisions related thereto), the aggregate net proceeds of the Debt Financing (iiboth before and after giving effect to the exercise of any or all “market flex” provisions related thereto) negotiate when funded in accordance with the terms of the Debt Commitment Letter will be sufficient to consummate the Purchase and enter into definitive agreements with respect thereto the other transactions contemplated by this Agreement on the terms and conditions Closing Date. As of the date of this Agreement, the commitment contained in the Debt Commitment Letters (including Letter has not been withdrawn, rescinded or repudiated in any flex provisions) respect and no such withdrawal, rescission or on other terms no less favorable to repudiation is contemplated. As of the Companydate of this Agreement, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control Letter is in full force and (iv) upon effect and represents a legal, valid, binding and enforceable obligation of Buyer and, to the knowledge of Buyer, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions set forth in the Debt Commitment LettersLetter and except to the extent that its enforceability may be subject to applicable bankruptcy, consummate insolvency, reorganization, moratorium or other similar Laws affecting the Debt Financing at enforcement of creditors’ rights generally and by general equitable principles. Buyer has fully paid (or caused to be fully paid) any and all commitment fees and other amounts that are due and payable by Buyer on or prior to the Closing; it being understood that, if any portion date of this Agreement in connection with the Debt Financing. As of the Debt Financing date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to be provided as contemplated by constitute a breach or default on the Debt Commitment Letters pursuant to a public offeringpart of Buyer or, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (knowledge of Buyer, any other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments party thereto under the Debt Commitment Letters Letter or that would result in the Debt Financing contemplated thereby to provide be unavailable or materially delayed. Assuming the bridge financing contemplated by and on satisfaction of the terms and conditions (including any applicable “flex” provisions) set forth in Section 2.6(a) and Section 2.6(b) and compliance by the Group Companies with Section 6.15 (other than any failures to comply with Section 6.15 that, individually and in the aggregate, are not material), Buyer has no reason to believe that it or any Debt Financing Source will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letters. Each of Letter required to be satisfied by it or that the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status full amount of the Debt Financing contemplated by the Debt Commitment Letters and shall give each Letter will not be available on the Closing Date. The only conditions precedent or other notice contingencies related to the funding of any material adverse change with respect to such the Debt Financing contemplated by the Debt Commitment Letter on the Closing Date that will be included in the definitive documentation for the Debt Financing shall be the conditions set forth in the Debt Commitment Letter as promptly as practicablein effect on the date of this Agreement. Notwithstanding anything to the contrary, the Debt Financing is not a condition precedent to the consummation of the transactions contemplated by this Agreement.

Debt Financing. (a) The Company, MCK Buyer and Echo Holdco and Merger Subsidiary shall each use their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain complete the Debt Financing at Closing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable and shall not agree to any amendment or modification to, any waiver of any provision or remedy under, or any replacement of, the Debt Commitment Letters without the prior written consent of the Company if such amendment, modification, waiver or replacement would or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing, (ii) impose new or additional conditions to the receipt of the Debt Financing on the Closing Date and/or on any date after the date hereofClosing Date on which any payment in respect of the Debt Financing is required, including with respect to regulatory approvals (it being understood and agreed that no such amendment, modification, waiver or replacement shall result in the imposition of any condition precedent or other contingency (x) relating to the condition (financial or otherwise), results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary), (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement, including the Debt Refinancing, (iv) adversely impact the ability of Buyer or Merger Subsidiary to enforce their respective rights against the other parties to the Debt Commitment Letters or (v) result in the provision of all or any portion of the Debt Financing from any Person that is not organized under the laws of the United States or the PRC or a United States-based branch of a financing source that is organized under the laws of the PRC. In addition, Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (iiA) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable reasonably acceptable to the Company, Buyer and Merger Subsidiary and not in violation of this Section 8.07(a) and (iiiB) satisfy on a timely basis all conditions in applicable to the Debt Financing under the Debt Commitment Letters. In the event that all conditions to funding under the Debt Commitment Letters that are within (other than the availability of equity financing and such conditions which by their control nature can only be satisfied at the Closing) have been satisfied, Buyer and (iv) upon satisfaction Merger Subsidiary shall each use their respective reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing required to consummate the Merger and related transactions on the Closing Date and, when required under the terms of the applicable Debt Instrument, the Debt Refinancing (including taking enforcement actions to cause the Debt Financing Sources to provide such financing) and Buyer shall, in each case, cause the proceeds of the Debt Financing to be applied to repay or redeem any Indebtedness required to be repaid or redeemed in connection with the Debt Refinancing (whether by contributing or otherwise transferring such proceeds to the Surviving Corporation and the Reporting Subsidiary or otherwise). In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth contemplated in the Debt Commitment Letters, (1) Buyer shall promptly notify the Company and (2) Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to obtain alternative financing from alternative sources organized under the laws of the United States or the PRC or the United States-based branches of financing sources that are organized under the laws of the PRC or other financing sources to which the Company may consent in writing on terms not materially less beneficial to the Company as it pertains to conditionality (but in any event not including any conditions or other contingencies (x) relating to the condition (financial or otherwise), results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary) in an amount sufficient to consummate the Merger as promptly as possible and, when required under the applicable Debt Instrument, the Debt Refinancing. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letters as permitted by this Section 8.07(a) to be amended, modified or replaced and references to the “Debt Commitment Letters” shall include such document as permitted by this Section 8.07(a) to be amended, modified or replaced, in each case from and after such amendment, modification or replacement, and references to “Debt Financing at or prior Sources” in this Agreement shall include any financing source permitted to provide any Debt Financing in accordance with the terms of this Section 8.07(a). Following the Closing; it being understood that, if the Company or any portion of its Subsidiaries is required to redeem any Indebtedness upon the occurrence of a “Change of Control” resulting from the transactions contemplated hereby under the documents governing such Indebtedness (including the Debt Instruments), the Surviving Corporation shall (and Buyer shall cause the Surviving Corporation and the Reporting Subsidiary to) comply with the requirements under such documents and Buyer shall cause the proceeds of the Debt Financing to be provided as contemplated applied to redeem such Indebtedness (whether by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A contributing or otherwise has not been provided, and all conditions precedent transferring such proceeds to the Parties’ obligations hereunder shall have been satisfied Surviving Corporation and the Reporting Subsidiary or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closingotherwise), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The CompanyFrom and after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9.1, MCK and Echo Holdco and their respective Subsidiaries the Company Stockholder shall cause the Company Group to use their commercially reasonable best efforts to assist provide such assistance to Parent and Merger Sub, at the Company sole expense of Parent, as is reasonably requested by Parent in connection with the Debt Financing. Such commercially reasonable efforts to arrange provide such assistance shall include each of the following: (i) participation in, and obtain assistance with, the arrangement of the Debt Financing on and the terms Marketing Efforts related thereto, including furnishing to Parent and conditions described in the its Debt Commitment Letters Financing Sources, as promptly as is reasonably practicable after the date hereoffollowing Parent’s request, such pertinent and customary information (including their reasonable best efforts financial statements) as may be reasonably necessary to (i) maintain in effect arrange the Debt Commitment LettersFinancing and consummate the Marketing Efforts or assemble the Marketing Material, (ii) negotiate and enter into definitive agreements with respect thereto delivery on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable prior to the Company, Closing Date to Parent of the Ancillary Financing Documents and (iii) satisfy on providing such other customary information as the Parent may reasonably request with respect to the Debt Financing. Company hereby consents to Parent’s and Merger Sub’s the use of the Company Group’s respective logos in connection with the Debt Financing in a timely basis form and manner mutually agreed in advance with Company; provided, however, that such logos are used solely in a manner that is not intended to, or reasonably likely not to, harm or disparage any of the Company Group or their reputation or goodwill. Notwithstanding any other provision of this Agreement to the contrary, none of the Company Group or their respective personnel or advisors shall be required to provide any assistance or cooperation contemplated by the foregoing sentences of this Section 6.9(a) which the Company Stockholder reasonably believes would (A) unreasonably interfere with the businesses or ongoing operations of any of the Company Group, (B) require the Company Stockholder or any of the Company Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing, (C) result in a breach or violation of any confidentiality arrangement or material agreement or the loss of any legal or other privilege, (D) cause any representation or warranty in this Agreement to be breached or any condition to Closing set forth in ARTICLE VIII to not be satisfied, (E) cause any director, manager, officer, employee or stockholder of the Company Stockholder or any of the Company Group (or any of their respective Associated Persons) to incur any personal liability, (F) require the directors or managers of the Company Stockholder or any of the Company Group, acting in such capacity, to authorize or adopt any resolutions approving any of the Debt Financing Documents prior to the Closing, (G) require the Company Stockholder, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing, (H) provide access to or disclose any information that the Company Stockholder or any of the Company Group determines in its good faith opinion would jeopardize any attorney-client privilege of any of them or (I) take any action that would reasonably be expected to conflict with or violate this Agreement, any Governing Documents of the Company Stockholder or any of the Company Group, any applicable Laws or any Contracts to which the Company Stockholder or any of the Company Group is a party or by which any of their respective assets or properties is bound. All such assistance referred to in this Section 6.9 shall be at Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense, and Parent shall promptly reimburse the Company Stockholder and the Company Group for all conditions documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by them in connection with such assistance. For the avoidance of doubt, such assistance shall not require the Company Stockholder, the Company Group or any of their respective Affiliates to agree to any contractual obligation or otherwise incur any liability relating to the Debt Financing that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company Stockholder, the Company Group or any of their respective Affiliates upon the termination of this Agreement. None of the Company Stockholder, the Company Group or any of their respective Affiliates shall be required to make any representation or warranty in connection with the Debt Financing or the Marketing Efforts. Neither the Company Stockholder nor any of its Affiliates shall have any obligations under this Section 6.9 following the Closing. Parent shall indemnify, defend and hold harmless the Company Stockholder, the Company Group and their respective Associated Persons from and against any and all losses suffered or incurred by them in connection with the Debt Financing or any assistance or activities provided in connection therewith, including the performance of their obligations under this Section 6.9, except in the event such liability and losses arose out of or resulted from the willful misconduct or gross negligence of any such Persons and except for liability of the Company Group after the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Parent, Merger Sub or the Debt Commitment Letters Financing Sources pursuant to this Section 6.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that are within such information may be disclosed to “private side” lenders (and their control counsel) that agree to customary confidentiality obligations in connection with the Marketing Efforts. Notwithstanding any other provision of this Agreement to the contrary, it is understood and (iv) upon satisfaction of agreed by the Parties that the conditions set forth in Section 8.2(b), as applied to the Debt Commitment LettersCompany Stockholder’s and Company’s obligations under this Section 6.9(a), consummate shall be deemed to be satisfied unless the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, obtained as a direct result of the Company Stockholder’s and all conditions precedent Company’s intentional and material breach of their respective obligations under this Section 6.9(a). Notwithstanding anything in this Agreement to the Parties’ contrary, the Parties acknowledge and agree that the provisions contained in this Section 6.9(a) represent the sole obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing)Company Stockholder, the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by Group and on the terms their respective personnel and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed advisors with respect to all material activity concerning assistance and cooperation in connection with the status arrangement of any financing (including the Debt Financing contemplated Financing) to be obtained by the Debt Commitment Letters and shall give each other notice of any material adverse change Parent or Merger Sub with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such Debt Financing as promptly as practicableobligations.

Debt Financing. (a) The CompanySubject to the terms and conditions of this Agreement, MCK and Echo Holdco and their respective Subsidiaries shall Parent will use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood thatClosing Date to the extent necessary to satisfy the obligation to pay the Required Amounts, and will not, without the Company’s prior written consent, amend, modify, replace, terminate or agree to any waiver under the Debt Commitment Letter or Fee Letters if any portion such amendment, modification, replacement, termination or waiver (i) reduces the aggregate cash amount of the Debt Financing to an amount that, together with other cash and cash equivalents available to Parent and its Affiliates, would be less than an amount that would be required to satisfy the obligation to pay the Required Amounts or (ii) changes the conditions to obtaining the Debt Financing or adds new or additional conditions precedent to obtaining the Debt Financing, if such change would reasonably be expected to materially delay, prevent or impede the consummation of the transactions contemplated hereby or materially adversely affect the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter or any other documentation relating to the Debt Financing, or make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing on the Closing Date) materially less likely to occur on the Closing Date; provided, however, that, notwithstanding the foregoing, Parent may (1) amend or replace the Debt Commitment Letter and any related fee letters to add lenders, arrangers, bookrunners, syndication agents, managers or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement, and (2) implement or exercise any “flex” provisions provided in any fee letter related to the Debt Commitment Letter as in effect on the date of this Agreement (including the Fee Letters) or as amended, modified, or replaced in accordance with this Section 5.09. In the event that new commitment letters are entered into in accordance with any amendment, modification or replacement of the Debt Commitment Letter pursuant to this Section 5.09, (x) such new commitment letters shall be deemed to be a “Debt Commitment Letter” for all purposes of this Agreement and references to the “Debt Financing” herein shall include and mean the financing contemplated by the Debt Commitment Letters pursuant to a public offeringas so amended, private offering under Rule 144A modified or otherwise has not been providedreplaced, as applicable and all conditions precedent (y) Parent shall promptly deliver to the Parties’ obligations hereunder Company copies (which may be redacted in the manner described in Section 4.05) of such new commitment letters and any related fee letters. Parent shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject furnish to the their satisfaction at Company a copy (which may be redacted in the Closing)manner described in Section 4.05) of any amendment, the Company shall draw upon the commitments modification, waiver or consent of or under the Debt Commitment Letter or the Fee Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablefollowing execution thereof.

Debt Financing. (a) The CompanyFrom and after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9.1, MCK and Echo Holdco and their respective Subsidiaries the Company Equityholder shall cause the Company Group to use their commercially reasonable best efforts to assist provide such assistance to Parent and Merger Sub, at the Company sole expense of Parent, as is reasonably requested by Parent in connection with the Debt Financing. Such commercially reasonable efforts to arrange provide such assistance shall include each of the following: (i) participation in, and obtain assistance with, the arrangement of the Debt Financing on and the terms Marketing Efforts related thereto, including furnishing to Parent and conditions described in the its Debt Commitment Letters Financing Sources, as promptly as is reasonably practicable after the date hereoffollowing Parent’s request, such pertinent and customary information (including their reasonable best efforts financial statements) as may be reasonably necessary to (i) maintain in effect arrange the Debt Commitment LettersFinancing and consummate the Marketing Efforts or assemble the Marketing Material, (ii) negotiate and enter into definitive agreements with respect thereto delivery on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable prior to the Company, Closing Date to Parent of the Ancillary Financing Documents and (iii) satisfy on providing such other customary information as the Parent may reasonably request with respect to the Debt Financing. Company hereby consents to Parent’s and Merger Sub’s the use of the Company Group’s respective logos in connection with the Debt Financing in a timely basis form and manner mutually agreed in advance with Company; provided, however, that such logos are used solely in a manner that is not intended to, or reasonably likely not to, harm or disparage any of the Company Group or their reputation or goodwill. Notwithstanding any other provision of this Agreement to the contrary, none of the Company Group or their respective personnel or advisors shall be required to provide any assistance or cooperation contemplated by the foregoing sentences of this Section 6.9(a) which the Company Equityholder reasonably believes would (A) unreasonably interfere with the businesses or ongoing operations of any of the Company Group, (B) require the Company Equityholder or any of the Company Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing, (C) result in a breach or violation of any confidentiality arrangement or material agreement or the loss of any legal or other privilege, (D) cause any representation or warranty in this Agreement to be breached or any condition to Closing set forth in ARTICLE VIII to not be satisfied, (E) cause any director, manager, officer, employee or equityholder of the Company Equityholder or any of the Company Group (or any of their respective Associated Persons) to incur any personal liability, (F) require the directors or managers of the Company Equityholder or any of the Company Group, acting in such capacity, to authorize or adopt any resolutions approving any of the Debt Financing Documents prior to the Closing, (G) require the Company Equityholder, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing, (H) provide access to or disclose any information that the Company Equityholder or any of the Company Group determines in its good faith opinion would jeopardize any attorney-client privilege of any of them or (I) take any action that would reasonably be expected to conflict with or violate this Agreement, any Governing Documents of the Company Equityholder or any of the Company Group, any applicable Laws or any Contracts to which the Company Equityholder or any of the Company Group is a party or by which any of their respective assets or properties is bound. All such assistance referred to in this Section 6.9 shall be at Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense, and Parent shall promptly reimburse the Company Equityholder and the Company Group for all conditions documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by them in connection with such assistance. For the avoidance of doubt, such assistance shall not require the Company Equityholder, the Company Group or any of their respective Affiliates to agree to any contractual obligation or otherwise incur any liability relating to the Debt Financing that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company Equityholder, the Company Group or any of their respective Affiliates upon the termination of this Agreement. None of the Company Equityholder, the Company Group or any of their respective Affiliates shall be required to make any representation or warranty in connection with the Debt Financing or the Marketing Efforts. Neither the Company Equityholder nor any of its Affiliates shall have any obligations under this Section 6.9 following the Closing. Parent shall indemnify, defend and hold harmless the Company Equityholder, the Company Group and their respective Associated Persons from and against any and all losses suffered or incurred by them in connection with the Debt Financing or any assistance or activities provided in connection therewith, including the performance of their obligations under this Section 6.9, except in the event such liability and losses arose out of or resulted from the willful misconduct or gross negligence of any such Persons and except for liability of the Company Group after the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Parent, Merger Sub or the Debt Commitment Letters Financing Sources pursuant to this Section 6.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that are within such information may be disclosed to “private side” lenders (and their control counsel) that agree to customary confidentiality obligations in connection with the Marketing Efforts. Notwithstanding any other provision of this Agreement to the contrary, it is understood and (iv) upon satisfaction of agreed by the Parties that the conditions set forth in Section 8.2(b), as applied to the Debt Commitment LettersCompany Equityholder’s and Company’s obligations under this Section 6.9(a), consummate shall be deemed to be satisfied unless the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, obtained as a direct result of the Company Equityholder’s and all conditions precedent Company’s intentional and material breach of their respective obligations under this Section 6.9(a). Notwithstanding anything in this Agreement to the Parties’ contrary, the Parties acknowledge and agree that the provisions contained in this Section 6.9(a) represent the sole obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing)Company Equityholder, the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by Group and on the terms their respective personnel and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed advisors with respect to all material activity concerning assistance and cooperation in connection with the status arrangement of any financing (including the Debt Financing contemplated Financing) to be obtained by the Debt Commitment Letters and shall give each other notice of any material adverse change Parent or Merger Sub with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such Debt Financing as promptly as practicableobligations.

Debt Financing. (a) It is acknowledged that (x) Parent intends to, either directly or indirectly through an Affiliate of Parent, obtain certain senior debt financing(s) (collectively, the “Debt Financing”) in connection with the transactions contemplated under this Agreement on the Closing Date and (y) on and after the date of this Agreement, in connection with any such Debt Financing, Parent and/or its Affiliates may obtain commitments for such Debt Financing and enter into certain commitment letters in respect thereof (each such commitment letter, together with all exhibits, schedules and annexes thereto, and fee letters executed in connection therewith, in each case, as amended, restated, modified or otherwise supplemented from time to time, a “Debt Commitment Letter”). The Companyterms and conditions of any Debt Financing and any Debt Commitments Letters shall be solely determined by the parties to the applicable Debt Financing and/or Debt Commitment Letters, MCK as applicable, and, for the avoidance of doubt, the Company and Echo Holdco and their respective its Subsidiaries shall use their reasonable best efforts not have any right of consent with respect thereto (and such terms and conditions need not be acceptable to assist the Company and its Subsidiaries). Nothing in this Agreement restricts Parent’s or Merger Sub’s ability to arrange enter into any such Debt Commitment Letters, or other documentation, with respect to any Debt Financing. Parent and obtain Merger Sub may amend, restate, supplement or otherwise modify the Debt Commitment Letters or the documentation related to the Debt Financing at any time without limitation. Notwithstanding anything else provided in this Agreement, Parent and Merger Sub shall have no obligation to provide any updates, notice or other information with respect to the Debt Financing and/or the Debt Commitment Letters, as applicable, to the Company or its Subsidiaries. If all or any portion of any Debt Financing becomes unavailable (including, without limitation, on the terms and conditions described contemplated in the a Debt Commitment Letters as promptly as practicable after Letter) the date hereofParent may, including their reasonable best efforts to (ibut shall in no way be obligated or required under this Agreement to, arrange replacement debt financing in respect thereof and obtain any new debt financing commitment letter(s) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained thereto. Notwithstanding anything in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable this Agreement to the Companycontrary, (iii) satisfy on a timely basis all conditions in each of Parent and Merger Sub expressly acknowledges and agrees that neither the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion availability nor terms of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all are conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of Parent and Merger Sub to consummate the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableMerger.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters Letter as promptly as reasonably practicable after the date hereof, including their its reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters Letter (including any flex “market flex” provisions) or on other terms no less favorable to the CompanyBuyer as to conditionality, (iii) satisfy on a timely basis all conditions applicable to Buyer in the Debt Commitment Letters Letter that are within their control and its control, (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Closing and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments v) enforce its rights under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions Letter (including any applicable “flex” provisions) set forth in by taking enforcement actions against the Debt Commitment Letterslenders). Each of the Company, MCK and Echo Holdco Buyer shall keep each other reasonably Seller informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter and shall give each other Seller notice of any material adverse change with respect to such Debt Financing as promptly as practicable. Without limiting the generality of the foregoing, Buyer shall give Seller prompt notice (x) of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements related to the Debt Financing, in each case of which Buyer becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Source with respect to any (1) material breach of Buyer’s obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, or default, termination or repudiation by any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter, in each case, with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing and (z) of the receipt of any notice or other communication (written or verbal) on the basis of which Buyer expects that a party to the Debt Financing will fail to fund the Debt Financing or is reducing the amount of the Debt Financing. As soon as reasonably practicable, but in any event within five Business Days of the date Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clauses (x), (y) or (z) of the immediately preceding sentence; provided that in no event will Buyer be under any obligation to disclose any information pursuant to clause (x), (y) or (z) above that is subject to attorney-client or similar privilege if Buyer shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege and such efforts were unsuccesful.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall Company will use their commercially reasonable best efforts to assist cause the Company Borrower to arrange and obtain the Debt Financing on the terms and conditions no less favorable to the Borrower than those described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their using reasonable best efforts to (i) maintain in effect cause the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable Borrower to the Company, (iii) satisfy on a timely basis all conditions applicable to the Borrower in the Debt Commitment Letters Letter and such definitive agreements to be entered into pursuant to the Debt Commitment Letter that are within their control to be satisfied by the Borrower and enforcing its rights under the Debt Commitment Letter in the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company shall not, without the prior written consent of the Seller, permit any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter if such amendment, supplement, modification, waiver or replacement (iva) upon would be reasonably expected to make the timely funding of the Debt Financing or satisfaction of the conditions set forth in the Debt Commitment Letters, consummate to obtaining the Debt Financing at materially less likely to occur, (b) reduces the amount of the Debt Financing, or prior (c) adds new (or modifies any existing) conditions to the Closing; it being understood that, if consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to be provided as prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement; provided, that the Company may amend the Debt Commitment Letters pursuant Letter to a public offeringadd lenders, private offering under Rule 144A lead arrangers, bookrunners, syndication agents or otherwise has similar entities that have not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under executed the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each Letter as of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicabledate hereof.

Debt Financing. (a) The Company10.1 AerCap and the AerCap Entities shall use, MCK and Echo Holdco and shall cause their respective Subsidiaries shall use their Affiliates to use, reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitments, including their using reasonable best efforts to (ia) maintain in full force and effect the Debt Commitment LettersFinancing Commitments until the earliest of the consummation of the transactions contemplated by this Agreement, the termination of this Agreement and the time at which any Alternative Financing is obtained, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iiib) satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions in to obtaining the Debt Commitment Letters Financing that are applicable to it and within their its control and (iv) upon satisfaction of the conditions as set forth in the Debt Commitment LettersFinancing Commitments and such definitive agreements as are to be entered into pursuant thereto (such agreements, consummate the “Debt Financing Agreements”), (c) negotiate and enter into the Debt Financing at Agreements on terms and conditions described in the Debt Financing Commitments (including any “flex” provisions contained therein) or prior to otherwise on terms that would not (1) reduce the Closing; it being understood that, if any portion aggregate principal amount of the Debt Financing below the amount necessary to be provided as contemplated satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Financing or (2) impose new or additional conditions or otherwise has not been provided, and all adversely amend or modify any of the conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not Financing, in each case, in a manner that would reasonably be satisfied except by actions taken at expected to prevent or materially delay the Closingreceipt of the Debt Financing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments (d) enforce its rights under the Debt Commitment Letters to provide the bridge financing contemplated by Financing Commitments and on the terms and conditions (including any applicable “flex” provisionse) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of consummate the Debt Financing contemplated by the Debt Commitment Letters Financing Commitments at or prior to the Completion and to timely cause the Lenders party thereto to fund the Debt Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Financing Commitments, AerCap shall promptly notify the Parent and the Existing Shareholders in writing of such unavailability and, to its knowledge, the reason therefor, and AerCap and the AerCap Entities shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated by this Agreement and that are not materially less favorable, taken as a whole, to the Companies or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Debt Financing Commitments and would not involve any conditions to funding the Debt Financing that (1) are not contained in the Debt Financing Commitments and (2) would reasonably be expected to prevent or materially delay the consummation of the Debt Financing or such Alternative Financing. AerCap shall deliver to the Parent and the Existing Shareholders true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters and engagement letters may be redacted in a customary manner). Except for any increased fees or original issue discount as contemplated in the “flex” provisions of the fee letters related to the Debt Financing, AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, the Debt Financing Commitments if such amendment, supplement, modification or waiver (A) reduces the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (1) the aggregate Cash Consideration and (2) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (B) adds any covenants or conditions, compliance with which would result in a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Completion, (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (III) reduce the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Debt Financing Commitments or the Debt Financing Agreements. AerCap shall promptly deliver to the Parent, Existing Shareholders and the Companies copies of any amendment, supplement or other modification of, and any waiver with respect to, the Debt Financing Commitments promptly upon execution thereof. AerCap shall give each other the Parent and the Existing Shareholders prompt written notice of (x) any material adverse change breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments of which AerCap becomes aware or any termination of all or a portion of the Debt Financing Commitments, or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders with respect to such the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitments or the Debt Financing Agreements, AerCap shall deliver prompt written notice thereof to the Parent and the Existing Shareholders. AerCap shall keep the Parent and the Existing Shareholders informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Parent copies of all related 71 documents, including drafts of the Debt Financing Agreements and the definitive versions thereof, as promptly is reasonably necessary to keep the Parent and the Existing Shareholders so informed upon request of the Parent. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any of its respective obligations hereunder. As applicable, references in this Agreement (other than with respect to representations made by the AerCap Entities or AerCap that speak as practicableof the Signing Date) to (i) the Debt Financing shall include any Alternative Financing, (ii) the Debt Financing Commitments shall include any commitment letter or other agreement pursuant to which any alternative source shall have committed to provide the AerCap Entities or AerCap with any portion of any Alternative Financing and (iii) the Debt Financing Agreements shall include the definitive documentation relating to any Alternative Financing. Notwithstanding anything in this Agreement to the contrary, AerCap and the AerCap Entities shall not incur any Indebtedness that would violate the terms of, or otherwise conflict with the funding conditions to, the Debt Financing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company do all things reasonably necessary, proper or advisable to arrange consummate and obtain the Debt Financing on the terms and conditions described not substantially less favorable to Buyer and its Affiliates than those contained in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitments, including their using reasonable best efforts to seek to (i) maintain in effect the Debt Commitment LettersFinancing Commitments in accordance with the terms and subject to the conditions thereof, (ii) comply with their respective obligations under the Debt Financing Commitments and satisfy (or obtain a waiver of) on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions and covenants applicable to Buyer and that are within its control, in each case, in the Debt Financing Commitments, (iii) negotiate and enter into all definitive agreements with respect thereto to the Debt Financing contemplated by the Debt Financing Commitments on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) therein or on other terms no not substantially less favorable to the Company, (iii) satisfy on a timely basis all conditions Buyer and its Affiliates than those contained in the Debt Commitment Letters that are within their control Financing Commitments, and (iv) upon satisfaction of the conditions set forth in enforce its rights under the Debt Commitment Letters, Financing Commitments and consummate the Debt Financing at or prior to Closing. Other than as set forth in this Section 5.1.3(b) below, Buyer shall not, without the Closing; prior written consent of Seller (such consent not to be unreasonably conditioned, withheld or delayed), permit any material amendment or modification to be made to, or any material waiver of any provision or remedy, under, the Debt Financing (it being understood thatthat the exercise of any “market flex” provisions contained in any fee letter shall be deemed not to be an amendment, modification or waiver) if any portion such amendments, modifications or waivers could reasonably be expected to (1) reduce the aggregate amount of the Debt Financing such that Buyer would not have sufficient cash proceeds to be provided as contemplated by permit Buyer to pay the Debt Commitment Letters pursuant to a public offeringPreliminary Consideration and the Fixed Loan Consideration, private offering under Rule 144A (2) impose new or otherwise has not been provided, and all additional conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not in a manner that would reasonably be satisfied except by actions taken at the expected to prevent or materially impair or delay Closing, but subject (3) prevent or materially delay the consummation of the Transactions, or (4) adversely impact the ability of Buyer to enforce its rights against the other parties to the their satisfaction at the Closing)Debt Financing; provided that Buyer may amend, the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of supplement or modify the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change Commitments to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) and shall furnish to Seller a copy of any material amendment, modification, waiver or consent of or relating to the Debt Financing Commitments promptly upon execution thereof. Buyer will fully pay, or cause to be paid, all commitments or other fees arising pursuant to the Debt Financing Commitments as promptly as practicableand when they become due.

Debt Financing. (a) The Company, MCK Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitment, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersFinancing Commitment, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in contemplated by the Debt Financing Commitment Letters (including any flex provisions) or on other terms no less favorable and execute and deliver to the CompanyCompany a copy of any material definitive agreements promptly following such execution, (iii) promptly pay all commitment or other fees and amounts that become due and payable under or with respect to the Debt Financing Commitment as they become due and payable, (iv) satisfy on a timely basis (or obtain a waiver of) all conditions in the Debt Commitment Letters that are within their control to funding applicable to Parent and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate Merger Sub under the Debt Financing at or prior to the Closing; it being understood thatCommitment, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisionsv) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of consummate the Debt Financing contemplated by the Debt Financing Commitment Letters at or prior to the Closing on the terms and conditions set forth in the Debt Financing Commitment and (vi) enforce their rights under the Debt Financing Commitment, including seeking specific performance of the parties thereunder. Parent and Merger Sub shall give each other notice not, without the prior written consent of the Company (which may be withheld in its sole and absolute discretion), consent or agree to any amendment, supplement or modification to or assignment of, or any waiver of any material adverse change with respect to such provision under, the Debt Financing as promptly as practicableCommitment or the definitive agreements relating to the Debt Financing. Parent and Merger Sub shall use their respective reasonable best efforts to refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a failure of any of the conditions contained in the Debt Financing Commitment or in any definitive agreement related to the Debt Financing. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Each Buyer Party shall use their reasonable best efforts to assist the Company do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Debt Financing on or prior to the Closing Date on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof(subject to any “flex” provisions applicable thereto), including their reasonable best efforts to (i) maintain in effect the commitment for the Debt Financing set forth in the Debt Commitment Letters, (ii) negotiate negotiate, execute, and enter into deliver definitive agreements with respect thereto on to the Debt Financing having terms and conditions contained in contemplated by the Debt Commitment Letters (including any flex provisionsterms in the Debt Commitment Letters) and on such other terms that would not (A) reduce the aggregate amount of the Debt Financing such that the Buyer Parties would not have sufficient funds at Closing to pay the Required Financing Amount or (B) impose new or additional conditions to the receipt of the Debt Financing, or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to (1) materially delay the timing of the Debt Financing, (2) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (3) adversely affect in any material respect (x) the ability of the Buyer Parties to enforce their rights against the other parties to the Debt Commitment Letters or (y) the ability of the Buyer Parties to consummate the transactions hereunder (any such event described in (A) or (B), an “Adverse Effect on other terms no less favorable to the CompanyFinancing”), (iii) satisfy and cause to be satisfied, on a timely basis basis, all conditions applicable to the Buyer Parties in such Debt Commitment Letters and the definitive agreements related thereto, and (iv) subject to the terms of the Debt Commitment Letters that are within their control and (iv) upon the satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing including by using reasonable best efforts to be provided as contemplated by the Debt Commitment Letters pursuant enforce their rights to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicabledo so.

Debt Financing. (a) The Company10.1 AerCap and the AerCap Entities shall use, MCK and Echo Holdco and shall cause their respective Subsidiaries shall use their Affiliates to use, reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitments, including their using reasonable best efforts to (ia) maintain in full force and effect the Debt Commitment LettersFinancing Commitments until the earliest of the consummation of the transactions contemplated by this Agreement, the termination of this Agreement and the time at which any Alternative Financing is obtained, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iiib) satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions in to obtaining the Debt Commitment Letters Financing that are applicable to it and within their its control and (iv) upon satisfaction of the conditions as set forth in the Debt Commitment LettersFinancing Commitments and such definitive agreements as are to be entered into pursuant thereto (such agreements, consummate the “Debt Financing Agreements”), (c) negotiate and enter into the Debt Financing at Agreements on terms and conditions described in the Debt Financing Commitments (including any “flex” provisions contained therein) or prior to otherwise on terms that would not (1) reduce the Closing; it being understood that, if any portion aggregate principal amount of the Debt Financing below the amount necessary to be provided as contemplated satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Financing or (2) impose new or additional conditions or otherwise has not been provided, and all adversely amend or modify any of the conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not Financing, in each case, in a manner that would reasonably be satisfied except by actions taken at expected to prevent or materially delay the Closingreceipt of the Debt Financing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments (d) enforce its rights under the Debt Commitment Letters to provide the bridge financing contemplated by Financing Commitments and on the terms and conditions (including any applicable “flex” provisionse) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of consummate the Debt Financing contemplated by the Debt Commitment Letters Financing Commitments at or prior to the Completion and to timely cause the Lenders party thereto to fund the Debt Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Financing Commitments, AerCap shall promptly notify the Parent and the Existing Shareholders in writing of such unavailability and, to its knowledge, the reason therefor, and AerCap and the AerCap Entities shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated by this Agreement and that are not materially less favorable, taken as a whole, to the Companies or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Debt Financing Commitments and would not involve any conditions to funding the Debt Financing that (1) are not contained in the Debt Financing Commitments and (2) would reasonably be expected to prevent or materially delay the consummation of the Debt Financing or such Alternative Financing. AerCap shall deliver to the Parent and the Existing Shareholders true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters and engagement letters may be redacted in a customary manner). Except for any increased fees or original issue discount as contemplated in the “flex” provisions of the fee letters related to the Debt Financing, AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, the Debt Financing Commitments if such amendment, supplement, modification or waiver (A) reduces the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (1) the aggregate Cash Consideration and (2) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (B) adds any covenants or conditions, compliance with which would result in a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Completion, (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (III) reduce the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Debt Financing Commitments or the Debt Financing Agreements. AerCap shall promptly deliver to the Parent, Existing Shareholders and the Companies copies of any amendment, supplement or other modification of, and any waiver with respect to, the Debt Financing Commitments promptly upon execution thereof. AerCap shall give each other the Parent and the Existing Shareholders prompt written notice of (x) any material adverse change breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments of which AerCap becomes aware or any termination of all or a portion of the Debt Financing Commitments, or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders with respect to such the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitments or the Debt Financing Agreements, AerCap shall deliver prompt written notice thereof to the Parent and the Existing Shareholders. AerCap shall keep the Parent and the Existing Shareholders informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Parent copies of all related documents, including drafts of the Debt Financing Agreements and the definitive versions thereof, as promptly is reasonably necessary to keep the Parent and the Existing Shareholders so informed upon request of the Parent. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any of its respective obligations hereunder. As applicable, references in this Agreement (other than with respect to representations made by the AerCap Entities or AerCap that speak as practicableof the Signing Date) to (i) the Debt Financing shall include any Alternative Financing, (ii) the Debt Financing Commitments shall include any commitment letter or other agreement pursuant to which any alternative source shall have committed to provide the AerCap Entities or AerCap with any portion of any Alternative Financing and (iii) the Debt Financing Agreements shall include the definitive documentation relating to any Alternative Financing. Notwithstanding anything in this Agreement to the contrary, AerCap and the AerCap Entities shall not incur any Indebtedness that would violate the terms of, or otherwise conflict with the funding conditions to, the Debt Financing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The CompanyParent shall, MCK and Echo Holdco and their respective Subsidiaries shall cause Merger Sub to, use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitments, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersFinancing Commitments, (ii) negotiate and satisfy on a timely basis all conditions applicable to Parent or Merger Sub to obtaining the Debt Financing (including by consummating the Equity Financing at or prior to Closing), (iii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) Financing Commitments or consistent in all material respects with the Debt Financing Commitments, or on other terms no less favorable that would not materially and adversely impact the ability of Parent to timely consummate the Companytransactions contemplated hereby, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon draw down on the Debt Financing if the conditions to the availability of the Debt Financing have been satisfied or waived. Parent shall not, and shall cause Merger Sub to not, agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Debt Financing Commitment or any definitive agreements related to the Debt Financing, if such amendment, supplement, modification or waiver would (A) reduce the aggregate amount of the Debt Financing, or (B) impose new or additional conditions, or otherwise amend, modify or expand any conditions to the receipt of the Debt Financing, in the case of either clause (A) or (B) above in a manner that would reasonably be expected to (1) materially delay or prevent the Closing Date, (2) make the funding of the Debt Financing (or the satisfaction of the conditions set forth in to obtaining the Debt Commitment Letters, consummate Financing) materially less likely to occur or (C) materially adversely impact the ability of Parent or Merger Sub to enforce their rights against the other parties to the Debt Financing at Commitments or the definitive agreements with respect thereto, the ability of Parent and Merger Sub to consummate the Closing or the likelihood of consummation of the Closing, in each case, without the Company's prior written consent; provided, however, that Parent and Merger Sub may amend the Debt Financing Commitments or any definitive agreements related to the Closing; it being understood thatDebt Financing to add lenders, if lead arrangers, bookrunners, syndication agents, other funding sources, additional equity financiers or similar entities who had not executed the Debt Financing Commitments as of the Agreement Date. Upon any portion such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 7.3(a), Parent shall provide a copy thereof to be provided as contemplated by the Company and the term "Debt Financing Commitments" shall mean the Debt Commitment Letters pursuant Financing Commitments as so amended, supplemented or modified. Parent shall keep the Company reasonably apprised of developments relating to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other prompt notice of any material adverse change breach or default by any party to the Debt Financing Commitment of which Parent becomes aware or any written communication from any Person with respect to such any actual or purported material breach, termination or repudiation by any party to the Debt Financing as promptly as practicableCommitment.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary or advisable to obtain the Debt Financing contemplated by the Debt Commitment Letter on the terms and subject to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter (including any definitive agreements entered into in connection therewith) until the earliest of the consummation of the Purchase, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis (taking into account the anticipated timing of the syndication of the Debt Financing) all conditions in the Debt Financing Agreements (as defined below) and in the Debt Commitment Letter applicable to Buyer (and that are within its control) to obtaining the Debt Financing contemplated thereby, (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters Letter (including any flex provisionsas modified, to the extent exercised, by the “market flex” provisions applicable thereto) or otherwise consistent in all material respects with the Debt Commitment Letter and on other terms no less favorable that would not (A) add any condition precedent to funding of the Debt Financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the Companyreceipt of the Debt Financing, or (iiiB) satisfy reduce the amount of the Debt Financing below an amount necessary to fund all of the amounts required to be provided by Buyer for the consummation of the Purchase and the other transactions contemplated by this Agreement on a timely basis all conditions in the Closing Date (such definitive agreements, together with the Debt Commitment Letters that are within their control Letter, the “Debt Financing Agreements”), and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood , taking into account the anticipated timing of the syndication of the Debt Financing (which efforts shall include making demand upon the Debt Financing Sources to consummate the Debt Financing to the extent the conditions thereto have been satisfied (other than those which are dependent upon, or are to occur simultaneously with, the funding of the Debt Financing)), in each case, subject to the Group Companies’ compliance with their obligations under Section 6.15(c) (other than any failures to comply with Section 6.15(c) that, individually and in the aggregate, are not material); provided, however, that Buyer may (1) amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof, (2) amend the Debt Commitment Letter in accordance with the “market flex” provisions thereof, (3) amend the Debt Commitment Letter solely with respect to the terms and conditions of credit extensions that will be used after the Closing and not affected the amount or conditions of the credit extensions that will be used to consummate the Transaction at Closing and (4) otherwise replace or amend the Debt Commitment Letter so long as (I) the terms are not less beneficial to Buyer with respect to conditionality than those in the Debt Commitment Letter as in effect on the date hereof and (II) such replacement or amendment otherwise satisfies the terms and conditions of for an Alternative Financing as set forth in Section 6.15(b). Buyer shall keep the Group Companies informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing to the extent reasonably requested by the Group Companies for purposes of monitoring the progress of the activities relating to the Debt Financing to the extent not prohibited by the confidentiality provisions contained in the Debt Financing Agreements. Without limiting the generality of the foregoing, Buyer will promptly notify the Group Companies (A) if Buyer becomes aware of any material breach or material default by any party to any of the Debt Financing Agreements, (B) of the receipt of any written notice or other written communication from any Debt Financing Source with respect to (x) any material breach, default, termination or repudiation under or in respect of any Debt Financing Agreement by any party thereto or (y) any material dispute or material disagreement between or among any parties to any of the Debt Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing necessary to fund the Initial Purchase Price and the other transactions contemplated by this Agreement to occur on the Closing Date and (C) if at any time for any reason Buyer believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the amounts required to be provided as by Buyer for the consummation of the Purchase and the other transactions contemplated by the Debt Commitment Letters pursuant this Agreement to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and occur on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableClosing Date.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its commercially reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after Letter by no later than on the date hereof, including their reasonable best efforts to Closing Date. Such actions shall include: (i) maintain maintaining in full force and effect the Debt Commitment LettersLetter in the form provided to the Seller and the Company concurrently with the execution of this Agreement, (ii) negotiate satisfying on a timely basis all of the conditions precedent to and enter into covenants in the Debt Financing, (iii) promptly negotiating, executing and delivering definitive agreements with respect thereto on documents (“Debt Financing Documents”) that reflect the terms and conditions contained in the Debt Commitment Letters Letter (including including, as necessary, agreeing to any flex provisions) or on other terms no less favorable requested changes to the Companycommitments thereunder in accordance with any “flex” provisions), in each case, which terms shall not in any respect expand on the conditions to the funding of the Debt Financing Proceeds at the Closing or reduce the aggregate amount of the Debt Financing Proceeds available to be funded on the Closing Date, (iiiiv) satisfy on a timely basis all conditions in drawing the full amount of the Debt Financing Proceeds and (v) promptly, diligently and fully enforcing its rights under the Debt Commitment Letters that are within their control Letter and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, Financing Documents in order to consummate the Debt Financing by no later than at the Closing including in the event of a breach by any lender providing such Debt Financing that impedes or delays the Closing (including by bringing one or more enforcement actions to enforce its rights thereunder). Buyer shall not, and shall not permit any of its Affiliates or Representatives to, without the prior to the Closing; it being understood that, if any portion written consent of the Debt Financing Seller, take or fail to take any action or enter into any transaction that could reasonably be provided as contemplated by the Debt Commitment Letters pursuant expected to a public offeringimpair, private offering under Rule 144A restrict, delay or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status prevent consummation of the Debt Financing contemplated by the Debt Commitment Letters and Letter or reduce the proceeds thereof or otherwise delay or limit their availability. Buyer shall give comply with all of its obligations under each of the Debt Financing Documents. Buyer shall not permit or consent to (w) any amendment, supplement or modification to be made to, or waiver or consent granted under, the Debt Commitment Letter if such amendment, supplement, consent, waiver or modification would directly or indirectly (A) change, expand or impose new conditions precedent to the funding of the Debt Financing Proceeds from those set forth therein on the date hereof, (B) change the timing of the funding of the Debt Financing Proceeds thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing Proceeds or the consummation of the Contemplated Transactions, (C) reduce the aggregate cash amount of the Debt Financing Proceeds (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (D) otherwise adversely affect the ability of Buyer to consummate the Contemplated Transactions or the timing of the Closing (collectively, the “Restricted Commitment Letter Amendments”); provided, that subject to the limitations set forth in this Section 7.7, Buyer may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof (but not to make any other notice changes), but only if the addition of such additional parties, individually or in the aggregate, would not (V) result in the occurrence of a Restricted Commitment Letter Amendment, (W) result in any waiver of any material adverse change with respect remedy under the Debt Commitment Letter, (X) result in early termination of the Debt Commitment Letter, (Y) prevent or delay the Closing, or (Z) adversely impact the ability of Buyer to such enforce its rights against the other parties to the Debt Commitment Letter or the Debt Financing Documents or the ability of Buyer, Seller or the Company to consummate the transactions contemplated hereby and thereby. For purposes of this Agreement, references to the “Debt Commitment Letter” shall include such document as promptly permitted or required by this Section 7.7 to be amended, modified or waived, in each case from and after such amendment, modification or waiver. Buyer acknowledges and agrees that its obligations to consummate the Contemplated Transactions are not conditioned or contingent upon receipt of the Debt Financing Proceeds and a failure of the Closing to occur because Buyer shall not have received the Debt Financing Proceeds shall constitute a breach of this Agreement by Buyer. Buyer shall keep the Seller fully informed, in all reasonable detail, of the status of its efforts to arrange and consummate the Debt Financing and of all material developments in respect thereof. Buyer shall provide the Seller with copies of any Debt Financing Documents (including drafts thereof) and such other information and documentation regarding the Debt Financing and any syndication efforts as practicableshall be reasonably necessary to allow the Seller to monitor the progress of the Debt Financing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Company shall use their its reasonable best efforts to assist take, or cause to be taken, all appropriate actions and do, or cause to be done, all things reasonably necessary or advisable to consummate the Refinancing. In addition, the Company shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things reasonably necessary or advisable to arrange and obtain the Debt Financing on a timely basis (but in any event substantially concurrent with the Closing) on the terms and subject only to the conditions contained in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter) or on other terms and conditions not less favorable to the Company in any material respect than those described in the Debt Commitment Letters as promptly as practicable after Letter and the date hereofFee Letter (including any “market flex” provisions that are contained in the Fee Letter), including their using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter (subject to the Company’s and its Subsidiaries’ right to replace, amend, restate, supplement, modify, assign, or waive the Debt Commitment Letter in accordance herewith and subject to the Restricted Debt Financing Changes), (ii) negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter (such definitive agreements being referred to as the “Debt Financing Agreements”) on the terms and subject only to the conditions contained in the Debt Commitment Letters Letter and the Fee Letter (including any flex provisionssuch “market flex” provisions contained in the Fee Letter) or on other terms no and conditions not less favorable to the CompanyCompany in any material respect than those described in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter), (iii) satisfy on a timely basis (but in any event substantially concurrent with the Closing) or obtain the waiver of all conditions applicable to the Company or its Subsidiaries contained in the Debt Commitment Letters that are within their control and Letter (or any Debt Financing Agreements), (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter and the Fee Letter substantially concurrent with the Closing and (v) enforce its rights under the Debt Commitment Letter and the Debt Financing Agreements. The Company shall keep the Acquiror informed upon request on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. The Company shall give each other the Acquiror prompt written notice upon having Knowledge of any material adverse change with respect default or breach by any party to such the Debt Financing as promptly as practicableCommitment Letter or any termination of the Debt Commitment Letter.

Debt Financing. (a) The Company, MCK Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter at or prior to Closing, including using their commercially reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter until the Transactions are consummated or this Agreement is terminated in accordance with its terms, (ii) negotiate satisfy on a timely basis all conditions and covenants in the Debt Commitment Letter, (iii) promptly enter into definitive agreements with respect thereto on the terms and conditions contained in contemplated by the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the CompanyLetter, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to Closing and (v) enforce its rights under the Closing; it being understood thatDebt Commitment Letter and cause the applicable provider of debt financing under the Debt Commitment Letter to comply with its obligations and fund thereunder. Without the prior written approval of the Company, if neither Parent nor Merger Sub shall amend, alter or waive, or agree to amend, alter or waive, the Debt Commitment Letter in any manner that would reasonably be expected to materially impair, delay or prevent the funding or financing described therein or the occurrence of the Transactions. If any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and becomes unavailable on the terms and conditions (including any applicable “flex” provisions) contemplated in the Debt Commitment Letter, Parent and Merger Sub shall use their respective commercially reasonable efforts to arrange and obtain alternative debt financing from alternative sources on terms and conditions not less favorable to those set forth in the Debt Commitment LettersLetter, taken as a whole, and in an amount sufficient to consummate the Transactions as promptly as practicable following the occurrence of such event. Each of the Company, MCK Parent and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and Merger Sub shall give each other the Company prompt written notice of any material adverse change with respect breach by any party to such the Debt Financing as promptly as practicableCommitment Letter of which Parent or Merger Sub becomes aware or any termination of the Debt Commitment Letter. Parent and Merger Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of Parent’s and Merger Sub’s efforts to arrange or obtain the Debt Financing.

Debt Financing. (a) The CompanyCompany and/or the Borrowers have received the executed Debt Commitment Letter. A true, MCK correct and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain complete copy of the Debt Financing Commitment has been delivered to the Special Committee on the terms November 14, 2018, and conditions described in there have been no amendments or modifications to the Debt Commitment Letters as promptly as practicable after the date hereofLetter since November 14, including their reasonable best efforts to 2018. The Debt Financing Commitment (i) maintain in effect has been duly executed by each Borrower and, to the Debt Commitment LettersKnowledge of the Company, each of the other parties thereto, (ii) negotiate is in full force and enter into definitive agreements effect and (iii) constitutes a valid and binding obligation of each Borrower and, to the Knowledge of the Company, the other parties thereto, enforceable against each Borrower and, to the Knowledge of the Company, each of the other parties thereto in accordance with respect thereto its terms and conditions, subject to the Bankruptcy and Equity Exception. The Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to the Borrowers on the terms and conditions contained therein. As of November 14, 2018, other than customary fee letters, there are no side letters or other agreements, Contracts or arrangements related to the Debt Financing, other than as expressly set forth in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to Financing Commitment. Assuming the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in Article V, no event, fact or circumstance has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach on the Debt Commitment Letters, consummate part of the Company and/or the Borrowers under the Debt Financing at Commitment. The Company has paid (or caused to be paid) in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Financing Commitment on or before November 14, 2018. As of November 14, 2018, assuming the satisfaction of the conditions set forth in Article V, the Company has no reason to believe that it and/or the Borrowers will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it and/or them contained in the Debt Financing Commitment or that the Debt Financing will not be made available to the Borrowers on or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableClosing Date.

Debt Financing. (a) The CompanyPurchasers shall, MCK and Echo Holdco and their respective shall cause its Subsidiaries shall to, use their reasonable best efforts Commercially Reasonable Efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in contemplated by the Debt Financing Commitment Letters as promptly as practicable after the date hereofLetters, including their reasonable best efforts using Commercially Reasonable Efforts to (i) maintain in effect the Debt Financing Commitment Letters, (ii) satisfy all conditions applicable to the Purchasers that are within their control to obtaining the Debt Financing set forth therein (including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing as and when due), (iii) negotiate and enter into definitive agreements with respect thereto to each Debt Financing Commitment Letter on the terms and conditions contained in the such Debt Financing Commitment Letters Letter (including any flex provisionspricing provided for therein to the extent applicable) or on other terms no less favorable that would not adversely impact the ability of the Purchasers to timely consummate the CompanyTransaction (as reasonably determined by the Purchaser), (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood thatClosing Date but in no event later than the Outside Date. Subject to the immediately following sentence, the Purchasers shall not, without the prior written consent of the Fund, amend, modify, waive or supplement or agree to any amendment, modification, waiver, or supplement of (including in the definitive documents) (x) any of the conditions or contingencies to funding contained in any Debt Financing Commitment Letter, or (y) any other provision of any Debt Financing Commitment Letter, in either case if any portion such amendment, modification, waiver or supplement would reasonably be expected to have the effect of materially preventing the Closing Date from occurring prior to the Outside Date or making the funding of the Debt Financing materially less likely to be provided occur (it being acknowledged and agreed that the Purchasers may replace or amend any Debt Financing Commitment Letter to add lenders or agents who had not executed such Debt Financing Commitment Letter as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at date hereof). In the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including event that any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status portion of the Debt Financing contemplated by the Debt Financing Commitment Letters becomes unavailable other than due to a breach by any of the Fund Parties under this Agreement (including a breach of representations and warranties of the Fund Parties or covenants of the Fund Parties or a failure of a condition to be satisfied by the Fund Parties), Purchasers shall notify the Fund and use their Commercially Reasonable Efforts to arrange alternative financing from the same or other sources on terms and conditions not materially less favourable on the whole to the Purchasers (as determined by the Purchasers acting reasonably) than those contained in the applicable Debt Financing Commitment Letter as of the date hereof, and in amount sufficient to consummate the transactions contemplated hereby on the terms and conditions set forth herein on or before the Outside Date. Purchasers shall use their Commercially Reasonable Efforts to satisfy all conditions applicable to Purchasers that are within their control required to be satisfied on or prior to Closing in the definitive agreements pursuant to which the Debt Financing will be obtained. Purchasers shall give each other the Fund reasonably prompt notice of any material adverse change breach by any party to any Debt Financing Commitment Letter of which a Purchaser becomes aware or any termination of any Debt Financing Commitment Letter. Upon the Fund’s reasonable request, Purchasers shall provide the Fund information in reasonable detail with respect to such the status of the Debt Financing as promptly as practicableFinancing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to purchase the Company Sold Shares on or prior to arrange the date upon which the Sale is required to be consummated pursuant to the terms hereof. In furtherance and not in limitation of the foregoing, Buyer shall use its reasonable best efforts to take, or cause to be taken all actions and to do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after Letter(s) prior to the date upon which the Sale is required to be consummated pursuant to the terms hereof, including their by using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing (the “Definitive Debt Agreements”) on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) (or on terms and conditions, taken as a whole, no less favorable to Buyer than the terms and conditions in the Debt Commitment Letters (including any flex provisionsLetter as in effect as of the date hereof and that would be permitted by Section 6.13(b) or on other terms no less favorable to the Company, assuming Buyer effected such change by way of an amendment) and (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters Letter and the Definitive Debt Agreements, comply with its obligations thereunder. Buyer shall use reasonable best efforts to enforce its rights under the Debt Commitment Letter of the Definitive Debt Agreements (including in the event of any breach or purported breach thereof) in a timely and diligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in Section 7.01 and Section 7.02 (except those that, by their nature, are within their control to be satisfied at the Closing; provided that such conditions would be so satisfied as of such date) have been satisfied or (to the extent permitted by applicable Law) waived, and (iv) upon satisfaction all of the conditions set forth in the Debt Commitment Letters, consummate Letter or the Definitive Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived Agreements (other than receipt the consummation of the Sale) have been satisfied, Buyer shall use its reasonable best efforts to cause the Lenders to fund the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the ClosingFinancing, but subject to the their satisfaction at extent the Closing), proceeds thereof are required to consummate the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing transactions contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablethis Agreement.

Debt Financing. (a) The Company, MCK Each of Guarantor and Echo Holdco and their respective Subsidiaries Parent shall use their commercially reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and subject only to the conditions described (including the market “flex” provisions) set forth in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their using commercially reasonable best efforts to (i) maintain in effect and comply with the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and subject only to the conditions contained (including the market “flex” provisions) set forth in the Debt Commitment Letters Letter (including any flex provisions) or on other terms no less favorable subject to the Companyfollowing sentence) so that such agreements are in effect on the Closing Date, (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Commitment Letters Letter that are within their control and control, (iv) upon the satisfaction or waiver of the conditions set forth to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, draw the Debt Financing in the amount required to consummate the Transactions on the Closing Date and (v) enforce its rights under the Debt Commitment LettersLetter. Guarantor and Parent shall not, consummate without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Debt Financing at Commitment Letter if such termination, amendment, supplement, modification or prior to waiver would (A) reduce the Closing; it being understood that, if aggregate amount of any portion of the Debt Financing (including by increasing the amount of fees to be provided paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letters pursuant Letter on the date of this Agreement unless the Debt Financing is increased by a corresponding amount) such that the aggregate amount of the Debt Financing would reasonably be expected to a public offeringbe below the amount required to pay the Required Amount, private offering under Rule 144A (B) impose new or otherwise has not been provided, and all additional conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt availability of the Debt Financing and those or otherwise expand, amend or modify any of the conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject precedent to the Debt Financing in a manner that would reasonably be expected to prevent or materially impede or delay the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) giving effect to the Marketing Period, (C) waive any remedy available to Guarantor, Parent or their satisfaction at respective Affiliates or adversely impact the Closing)ability of Guarantor, Parent or their respective Affiliates, as applicable, to enforce its rights against other parties to the Debt Commitment Letter, (D) impose obligations on the Company or its Affiliates prior to Closing or (E) allow for the early termination of the Debt Commitment Letter; provided, that Guarantor, Parent and their respective Affiliates may, without the consent of the Company, amend or otherwise modify the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter on the date of this Agreement. Guarantor and Parent shall draw upon promptly deliver to the commitments Company copies of any amendment, modification, supplement, consent or waiver to or under the Debt Commitment Letters Letter or the definitive agreements relating to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableupon execution thereof.

Debt Financing. If Parent elects to pursue the Debt Financing, Parent shall provide the Company with fully executed copies of any related engagement, commitment or fee letter for the Debt Financing (in each case subject to customary redactions for “flex” provisions, fees and other economic amounts) promptly following their execution and in any event not later than 45 days following the earlier of (a) The Companythe later of (x) the date that any Outlet Purchase Agreement shall have been executed prior to the expiration of the Sale Period and (y) in the event an Outlet Purchase Agreement shall have been executed prior to the expiration of the Sale Period and later is terminated, MCK 45 days after the date Parent is notified of such termination and Echo Holdco (b) the expiration of the Sale Period if no Outlet Purchase Agreement shall have been executed prior thereto; provided, further, that without limitation of the foregoing, Parent shall not agree to, permit or enter into, any amendment, waiver, supplement or other modification to the terms of the letters relating to the Debt Financing without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and their respective Subsidiaries shall use their agreed that it would be reasonable best efforts to assist for the Company to arrange and obtain withhold or otherwise delay or condition such consent if any such amendments, waivers, supplements or modifications would reasonably be expected to cause the Debt Financing on anticipated Closing Date to occur past the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofEnd Date) if such amendment, including their reasonable best efforts waiver, supplement or other modification would reasonably be expected to (ix) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and impose any new or additional conditions contained in the Debt Commitment Letters (including precedent or materially or unreasonably expand any flex provisions) or on other terms no less favorable existing condition to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion funding of the Debt Financing contained in such letters, or (y) otherwise materially modify or expand any of the Financing Information required to be provided as contemplated delivered by the Debt Commitment Letters pursuant to a public offeringCompany (any such amendment, private offering under Rule 144A waiver, supplement or otherwise has not been other modification, an “Adverse Amendment”); provided, and all conditions precedent further, that Parent shall be permitted to the Parties’ obligations hereunder agree, permit or enter into any amendment, waiver, supplement or other modification that does not constitute an Adverse Amendment. Parent shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject promptly deliver to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice copies of any material adverse change with respect to such Debt Financing as promptly as practicableAdverse Amendment.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall Parent will use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter in full force and effect, and not amend, terminate or waive any provisions under such Debt Commitment Letter which amendment, termination or waiver would adversely affect the availability of the financing contemplated by the Debt Commitment Letter, and (ii) negotiate comply, to the extent within Parent’s control, with all of the covenants of Parent in the Debt Commitment Letter and enter into definitive agreements take all actions, to the extent within Parent’s control, necessary or desirable to cause all of the conditions to the funding of the financing contemplated in the Debt Commitment Letter to be satisfied as promptly as practicable following the date hereof and in coordination with respect thereto on the satisfaction of the other closing conditions set forth herein, including obtaining any opinions of legal counsel required by the Lender thereunder and, to the extent within Parent’s control, assure that there is no breach or default or event of default under any of its existing financing agreements, (iii) accept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt Commitment Letter or fee letter related thereto, (iv) enforce its rights under the Debt Commitment Letter and (v) consummate the Debt Financing or the Alternative Financing. Parent agrees to notify the Company following its receipt of notification by any financing source under the Debt Commitment Letter that it does not intend to provide or asserts its inability or refusal to provide any financing described in the Debt Commitment Letter. If funding of the indebtedness contemplated by the Debt Commitment Letter becomes unavailable for any reason, Parent will use reasonable best efforts to obtain alternative financing on terms that are no less favorable to Parent (as determined in the reasonable judgment of Parent) than those contained in the Debt Commitment Letters Letter or fee letter related thereto including, for the avoidance of doubt, the “market flex” (including an “Alternative Financing”). Parent shall keep the Company reasonably informed of any flex provisions) or on other terms no less favorable material adverse developments relating to the Company, (iii) satisfy on a timely basis all conditions in proposed debt financing. Without limiting the Debt Commitment Letters that are within their control and (iv) upon satisfaction generality of the foregoing, Parent shall use reasonable best efforts to satisfy the closing conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as debt financing contemplated by the Debt Commitment Letters pursuant to a public offeringLetter (or, private offering under Rule 144A or otherwise has not been providedif applicable, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than Alternative Financing) that are within its control. Parent acknowledges that receipt of the Debt Financing and those conditions which by their nature will or any other financing is not be satisfied except by actions taken at a condition to the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitment Letters as promptly as practicable after the date hereofLetters, including their using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy all conditions applicable to Parent in such definitive agreements, (iii) comply with its obligations under the Debt Financing Commitment Letters, (iv) enforce its rights under the Debt Financing Commitment Letters and (v) in the event the Debt Financing Commitment Letters are terminated prior to the Closing, obtain a renewal of, or a substitute for, the Debt Financing Commitment Letters on terms and conditions comparable in all material respects to the terms and conditions contained contemplated in the Debt Financing Commitment Letters (including any flex provisions) or on other more favorable terms no less favorable to Parent. Notwithstanding anything to the Companycontrary in this Agreement, (iii) satisfy on a timely basis all conditions in Parent and the Debt Commitment Letters Company agree that are within their control and (iv) upon satisfaction of if at any time the conditions to closing set forth in the Debt Commitment Letters, consummate the Debt Financing at Section 4.1 or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall Section 4.2 have been satisfied or waived (other than receipt the conditions set forth in Section 4.2(d) and any conditions that may only be satisfied at Closing) and at such time the Notes (as defined in the Debt Financing Commitment Letters) have not been issued then Parent shall have a period of fifteen business days to either cause such Notes to be issued or cause the Interim Loans (as defined in the Debt Financing Commitment Letters) to be borrowed in full, it being understood that Parent shall not be required to cause such issuances or borrowings to occur if all conditions to Closing (other than Section 4.2(d)) are not satisfied at such time. In the event any portion of the Debt Financing becomes unavailable on terms and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject comparable in all material respects to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth contemplated in the Debt Financing Commitment Letters, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent. Each Parent shall give the Company prompt notice upon becoming aware of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all any material activity concerning the status breach by any party of the Debt Financing contemplated by Commitment Letters or any termination of the Debt Financing Commitment Letters Letters. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and shall give each other notice not permit any amendment or modification to be made to, or any waiver of any material adverse change with respect to such provision or remedy under, the Debt Financing as promptly as practicableCommitment Letters if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing, amends the conditions to the drawdown of the financing or is adverse to the interests of the Company or the Amalgamated Company in any other respect.

Debt Financing. (a) The Company, MCK Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Debt Financing set forth in the Debt Commitment Letter that are within their control, and (iii) arrange the Debt Financing at or promptly after the Acceptance Time (with respect to amounts required to consummate the Offer) and at or prior to the Closing Date (with respect to amounts required to consummate the Merger and make such other payments required at the Effective Time pursuant to the terms hereof), including using their respective commercially reasonable efforts to: (A) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the CompanyLetter, (iiiB) satisfy on a timely basis all conditions in cause the Lenders and any other Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate Financing Source to fund the Debt Financing at or promptly after the Acceptance Time (with respect to amounts required to consummate the Offer) and at or prior to the Closing; it being understood that, if any portion of Closing Date (with respect to amounts required to consummate the Debt Financing to be provided as contemplated by Merger and make such other payments required at the Debt Commitment Letters Effective Time pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, the terms hereof) and all conditions precedent (C) seek to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments enforce its rights under the Debt Commitment Letters Letter if in Parent’s reasonable judgment it is commercially reasonable to provide do so. Parent shall not, and shall cause Merger Sub not to, without the bridge financing contemplated by and on prior written consent of the terms and Company, amend, modify, supplement or replace (1) any of the conditions (including any applicable “flex” provisions) set forth or contingencies to funding contained in the Debt Commitment Letters. Each of the CompanyLetter, MCK and Echo Holdco shall keep each or (2) any other reasonably informed with respect to all material activity concerning the status provision of the Debt Financing Commitment Letter, in either case, to the extent such amendment, modification or supplement would reasonably be expected to have the effect of materially adversely affecting the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement (it being understood that Parent and Merger Sub may (x) amend the Debt Commitment Letters and shall give each other notice Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of any material adverse change with respect to such Debt Financing as promptly as practicable.the date 39

Debt Financing. (a) The CompanySubject to the terms and conditions of this Agreement, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain and consummate the Debt Financing on the terms and conditions not less favorable (taken as a whole) to Parent than those described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter (including any “market flex” provisions applicable thereto), including their using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements (such definitive agreements being referred to as the “Debt Financing Agreements”) with respect thereto on the terms and conditions contained in the Debt Commitment Letters Letter (including any flex provisions“market flex” provisions applicable thereto) or in all material respects, or, if available, on other terms no less favorable at the election of Parent that would not adversely affect the ability of Parent or Merger Sub to consummate the Companytransactions contemplated herein, (iiiii) satisfy on a timely basis or obtain the waiver of all conditions applicable to Parent and Merger Sub in the Debt Commitment Letter, (iii) maintain in full force and effect the Debt Commitment Letter in accordance with the terms thereof (including paying, as the same shall become due and payable, all fees and other amounts that become due and payable under the Debt Commitment Letter to the extent constituting a condition precedent to the funding of the Financing under the Debt Commitment Letter), (iv) in the event that all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived Letter (other than receipt of the Debt Financing and those conditions which that by their nature will not be satisfied except by actions taken at until the Closing, but subject to the their satisfaction at or waiver of such conditions) have been satisfied or waived, cause the Closing)Persons providing the Debt Financing (the “Debt Financing Sources” and, together with the Guarantor, the Company shall draw upon “Financing Sources”) to fund the commitments Debt Financing in an amount no less than, in the aggregate with the Equity Financing, the Merger Consideration and (v) take such actions as are reasonably necessary to enforce its rights under the Debt Commitment Letters Letter in the event of a breach by the Debt Financing Sources that could reasonably be expected to provide (A) delay or make less likely the bridge financing funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing), (B) adversely impact the ability of Parent to enforce its rights against the Debt Financing Sources or (C) adversely affect the ability of Parent to timely consummate the Merger and the other transactions contemplated by and on this Agreement. Parent shall have the terms and conditions right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter; provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Debt Financing shall not, without the prior written consent of the Company (including any applicable “flex” provisionssuch consent not to be unreasonably withheld, conditioned or delayed), (1) reduce the length of the commitment period set forth in the Debt Commitment Letters. Each Letter, (2) reduce the aggregate amount of the CompanyFinancing such that Parent would not or does not have sufficient cash or cash proceeds to make all of its required payments under this Agreement, MCK including under Article III, and Echo Holdco shall keep each other reasonably informed with respect all associated fees and expenses required to all material activity concerning be paid by it on the status Closing Date, (3) impose new or additional conditions to the consummation of the Debt Financing contemplated by or (4) otherwise expand, amend, modify or waive any provision of the Debt Commitment Letters and shall give each other notice Letter in a manner that in any such case of any material adverse change (1) through (3) above, or with respect to such Debt Financing as promptly as practicable.any of the existing conditions precedent to the

Debt Financing. (a) The CompanyAs of the date of this Agreement, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts Parent has delivered to assist the Company and the Representative true, complete and correct copies of the executed debt commitment letter (the “Debt Financing Commitment Letter”) and corresponding customarily redacted fee letter (none of which redacted terms would reasonably be expected to arrange and obtain adversely affect the amount or availability of the Debt Financing on or affect the conditions thereto) from the financial institutions identified therein (the “Debt Financing Commitments,” as each may be amended or replaced from time to time to the extent permitted by Section 5.8(a)) to provide, subject to the terms and conditions described therein, debt financing in the amounts set forth therein for the purpose of funding the Transactions (being collectively referred to as the “Debt Financing”). The Debt Financing Commitment Letter is a legal, valid and binding obligations of Spectrum Brands, Inc. (a wholly‑owned Subsidiary of Parent), and to the knowledge of Parent, the other parties thereto, and is enforceable in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws affecting the enforcement of creditors’ rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect, and the Debt Financing Commitment Letter has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither Parent nor Spectrum Brands, Inc. is in breach of any of the terms or conditions set forth in the Debt Financing Commitment Letters Letter, and as promptly of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, Parent has no reason to believe that any of the conditions in the Debt Financing Commitment Letter will not be satisfied, or that the Debt Financing will not be made available on a timely basis in order to consummate the Transactions. As of the date hereof, no counterparty to any Debt Financing Commitment Letter has notified Parent or Spectrum Brands, Inc. of its intention to terminate the Debt Financing Commitment Letter or not to provide the Debt Financing. The net proceeds from the Debt Financing, together with other sources of liquidity as practicable shall be available to Parent, will be sufficient to consummate the Transactions, including the payment of all fees and expenses of or payable by Parent, Spectrum Brands, Inc., Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any Closing Date Funded Indebtedness, and any other amounts required to be paid in connection with the consummation of the Transactions. Parent and Spectrum Brands, Inc. have paid in full any and all commitment or other fees required by the Debt Financing Commitment Letter that are due as of the date hereof, and will pay, after the date hereof, including their reasonable best efforts all such fees as they become due. There are no conditions precedent or contingencies to (i) maintain in effect the obligations of the parties under the Debt Financing Commitment LettersLetter (including, (iito the extent applicable, pursuant to any “flex” provisions in the related fee letter or otherwise) negotiate and enter into definitive agreements with respect thereto to make the full amount of the Debt Financing available to Parent or Spectrum Brands, Inc. on the terms and conditions contained therein except as expressly set forth in the Debt Financing Commitment Letters Letter. There are no side letters or other Contracts to which Parent or any of its Affiliates (including Spectrum Brands, Inc.) is a party related to the funding of the full amount of the Debt Financing that could adversely affect the availability of the Debt Financing other than as expressly set forth in the Debt Financing Commitment Letter. No Person has any flex provisions) right to impose, and none of the providers under the Debt Financing Commitment Letter or Parent or Spectrum Brands, Inc. has any obligation to accept, any condition precedent to such funding other than any of the conditions expressly set forth in the Debt Financing Commitment Letter nor any reduction to the aggregate amount available under the Debt Financing Commitment Letter on other terms no less favorable the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Debt Financing Commitment Letter on the Closing Date, except as expressly provided therein). Subject to the Company, ’s compliance with this Agreement and the satisfaction (iiior waiver) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Section 6.1 and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived Section 6.2 (other than receipt of the Debt Financing and those conditions which that by their nature will not are to be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closingor waiver of such conditions), Parent has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each funding of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status full amount of the Debt Financing contemplated by Financing, or that the Debt Commitment Letters and shall give each other notice Financing will not be available on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for Parent or Spectrum Brands, Inc. to obtain the Debt Financing, any material adverse change with respect to such Alternative Debt Financing as promptly as practicableor any other financing.