Common use of Debt Financing Clause in Contracts

Debt Financing. (a) The Parties shall use reasonable efforts to arrange debt financing to support the Transaction (the “Debt Financing”) on terms satisfactory to the Parties. In order to facilitate the foregoing, the Senior Management Member Representative shall identify and present to the Consortium banks and other financing sources in connection with the Debt Financing (the “Financing Banks”) and shall, subject to the terms of this Agreement, be the primary negotiator on behalf of the Consortium regarding the terms of the Debt Financing and the definitive Debt Financing documentation. Notwithstanding the foregoing, the Senior Management Member Representative shall not enter into or agree to the material terms and conditions of the Debt Financing with the Financing Banks without the consent of IDG (which shall not be unreasonably withheld). The Parties shall work together and cooperate in good faith in connection with arranging the Debt Financing. Each Party shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by the Senior Management Member Representative. (b) To the extent legally permissible, each of the Parties shall furnish the Financing Banks, as promptly as reasonably practicable, with financial and know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably requested by the Financing Banks in connection with the Debt Financing, subject to appropriate confidentiality undertakings satisfactory to each of the Parties. In addition, each of the Parties shall, to the extent legally permissible, furnish the Financing Banks with information reasonably requested (and in such Party’s possession) by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each of the Parties further agrees to reasonably assist in providing information required for the preparation of materials for the Financing Banks, including information memoranda and similar documents required in connection with the Debt Financing. For the avoidance of doubt, nothing in this Section 1.05 shall be construed to create any obligation on the part of any Party to personally pledge any collateral in connection with the Debt Financing, and the obligations of the Parties under this Section 1.05(b) shall be subject to (w) agreement by the Senior Management Member Representative and IDG on the material terms of the Debt Financing, (x) any limitations or other requirements that may be imposed by the Special Committee, (y) the terms and conditions to be set forth in the Merger Agreement or any confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Parties under applicable laws.

Debt Financing. (a) The Parties agree and acknowledge that the Merger Agreement may include customary provisions regarding the Parties’ and Target’s cooperation with respect to debt financing but shall not include, as a condition to Closing, any debt financing condition. The Parties shall use reasonable best efforts to arrange debt financing to support the Transaction (the “Debt Financing”) on for the Target to be implemented at or following the Closing in the quantum, type and terms satisfactory to as jointly determined by the Parties. In order to facilitate the foregoing, the Senior Management Member Representative shall identify and present to the Consortium banks and other financing sources in connection with the Debt Financing (the “Financing Banks”) and shall, subject to the terms of this Agreement, be the primary negotiator on behalf of the Consortium regarding the terms of the Debt Financing and the definitive Debt Financing documentation. Notwithstanding the foregoing, the Senior Management Member Representative shall not enter into or agree to the material terms and conditions of the Debt Financing with the Financing Banks without the consent of IDG (which shall not be unreasonably withheld). The Parties shall work together and cooperate in good faith in connection with arranging the Debt Financing. Each The Parties shall coordinate with banks and other financing sources identified by themin connection with the Debt Financing (the “Financing Banks”), and each Party shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by the Senior Management Member Representativesuch Financing Banks or any other Party. (b) To the extent legally permissible, each Each of the Parties shall (i) furnish the Financing Banks, as promptly as reasonably practicable, Banks with financial and know-your-client other pertinent information and execute and deliver such financing documents, certificates and other supporting documentation as are may be reasonably requested by the Financing Banks in connection with as promptly as practicable, including all financial statements, business plans, forecasts and projections, and financial and other data of the type and form customarily required to consummate the facilities contemplated by the Debt Financing, subject to appropriate confidentiality undertakings satisfactory to each of the Parties. In additionundertakings, each of the Parties shall, to the extent legally permissible, furnish the Financing Banks (ii) assist with information reasonably requested (and in such Party’s possession) by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each of the Parties further agrees to reasonably assist in providing information required for the preparation of materials for the Financing Banks, including bank information memoranda and similar documents required in connection with the Debt Financing. For , and (iii) take all corporate actions reasonably requested by the avoidance Financing Banks to permit the consummation of doubtthe Debt Financing, including the facilitation of the pledging of collateral and, in connection therewith, executing and delivering any pledge and security documents, other definitive financing documents or other certificates, or documents as may be requested by the Financing Banks, provided that nothing in this Section 1.05 shall be construed to create any obligation on the part of (x) any Founder Party or (y) the Existing Shareholders or any of their Affiliates, to personally pledge any collateral in connection with the Debt Financing, and the obligations of the Parties under this Section 1.05(b) shall be subject to (w) agreement by the Senior Management Member Representative and IDG on the material terms of the Debt Financing, (x) any limitations or other requirements that may be imposed by the Special Committee, (y) the terms and conditions to be set forth in the Merger Agreement or any confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Parties under applicable laws.

Debt Financing. (a) The Parties agree and acknowledge that the Merger Agreement may include customary provisions regarding the Parties’ and Target’s cooperation with respect to debt financing but shall not include, as a condition to Closing, any debt financing condition. The Parties shall use reasonable best efforts to arrange debt financing to support the Transaction (the “Debt Financing”) on for the Target to be implemented at or following the Closing in the quantum, type and terms satisfactory to as jointly determined by the Parties. In order to facilitate the foregoing, the Senior Management Member Representative shall identify and present to the Consortium banks and other financing sources in connection with the Debt Financing (the “Financing Banks”) and shall, subject to the terms of this Agreement, be the primary negotiator on behalf of the Consortium regarding the terms of the Debt Financing Sponsor and the definitive Debt Financing documentation. Notwithstanding the foregoing, the Senior Management Member Representative shall not enter into or agree to the material terms and conditions of the Debt Financing with the Financing Banks without the consent of IDG (which shall not be unreasonably withheld)Founder. The Parties shall work together and cooperate in good faith in connection with arranging the Debt Financing. Each Party The Sponsor shall take the lead in coordinating with banks and other financing sources identified by the Sponsor and/or the Founder in connection with the Debt Financing (the “Financing Banks”), and the other Parties shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by the Senior Management Member RepresentativeSponsor and/or the Founder. (b) To the extent legally permissible, each Each of the Parties shall (i) furnish the Financing Banks, as promptly as reasonably practicable, Banks with financial and know-your-client other pertinent information and execute and deliver such financing documents, certificates and other supporting documentation as are may be reasonably requested by the Financing Banks in connection with as promptly as practicable, including all financial statements, business plans, forecasts and projections, and financial and other data of the type and form customarily required to consummate the facilities contemplated by the Debt Financing, subject to appropriate confidentiality undertakings satisfactory to each of the Parties. In additionundertakings, each of the Parties shall, to the extent legally permissible, furnish the Financing Banks (ii) assist with information reasonably requested (and in such Party’s possession) by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each of the Parties further agrees to reasonably assist in providing information required for the preparation of materials for the Financing Banks, including bank information memoranda and similar documents required in connection with the Debt Financing. For , and (iii) take all corporate actions reasonably requested by the avoidance Financing Banks to permit the consummation of doubtthe Debt Financing, including the facilitation of the pledging of collateral and, in connection therewith, executing and delivering any pledge and security documents, other definitive financing documents or other certificates, or documents as may be requested by the Financing Banks, provided that nothing in this Section 1.05 shall be construed to create any obligation on the part of (x) any Founder Party or (y) the Sponsor or any of its Affiliates, to personally pledge any collateral in connection with the Debt Financing, and the obligations of the Parties under this Section 1.05(b) shall be subject to (w) agreement by the Senior Management Member Representative and IDG on the material terms of the Debt Financing, (x) any limitations or other requirements that may be imposed by the Special Committee, (y) the terms and conditions to be set forth in the Merger Agreement or any confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Parties under applicable laws.

Debt Financing. (a) The Parties In connection with the Debt Financing, GHV and Ardagh shall use commercially reasonable efforts to arrange debt financing provide, and to support the Transaction (the “Debt Financing”) on terms satisfactory cause their respective appropriate officers, employees and Representatives to the Parties. In order use commercially reasonable efforts to facilitate the foregoingprovide, the Senior Management Member Representative shall identify and present to the Consortium banks and other financing sources reasonable cooperation in connection with the Debt Financing (the “Financing Banks”) and shall, subject to the terms of this Agreement, be the primary negotiator on behalf of the Consortium regarding the terms arrangement of the Debt Financing that is necessary, customary or advisable in connection with the AMPSA Financing Parties’ efforts to arrange and obtain the definitive Debt Financing documentation. Notwithstanding on the foregoing, the Senior Management Member Representative shall not enter into or agree to the material terms and conditions set forth in the Debt Financing Documents (provided that such cooperation does not unreasonably interfere with the ongoing operations of GHV or Ardagh), including: (i) participation in meetings, offering memorandum drafting sessions, lender presentations, investor presentations and rating agency presentations and due diligence sessions, in each case, to the extent the participation of GHV and its officers, employees or Representatives is required, at such times as are mutually agreed (it being expressly understood that unless otherwise expressly agreed in writing by GHV and Ardagh such activities shall be conducted telephonically or virtually through the use of video conference or similar software that does not require the use of specialized equipment) and reasonably promptly furnishing the AMPSA Financing Parties and its Debt Financing Sources with the required information regarding the AMP Entities that is required to be delivered to the Debt Financing Sources pursuant to any definitive documentation entered into therewith, and other financial and pertinent information regarding the AMP Entities, as may be reasonably required by the Debt Financing Sources that is customary for similar debt financings; (ii) assisting the AMPSA Financing Parties and the Debt Financing Sources in the preparation of (A) pro forma financial information and financial statements and other materials, including carve-out financial statements (and related audit and review reports) for any bank financing, bond offering memorandum and similar documents in connection with any of the Debt Financing (including customary (1) lender presentations and confidential information memoranda and customary authorization letters for distribution thereof; and (2) offering documents for high yield offerings pursuant to Rule 144A or Regulation S under the Securities Act (a “Rule 144A/Reg S Offering”)) and (B) materials for rating agency presentations; (iii) facilitating customary due diligence and furnishing, or using reasonable efforts to cause third parties to furnish, to the AMPSA Financing Parties and the lenders, initial purchasers or investors or their advisers with due diligence materials prepared on behalf of Ardagh or GHV (and their officers and employees) and other information reasonably required by any lender, initial purchaser or investor or its advisers in connection with their due diligence investigation of the Financing Banks without AMP Entities or GHV, including the furnishing of customary certificates of officers or directors of Ardagh, GHV or their Affiliates; and (iv) in the case of Ardagh, using commercially reasonable efforts to (A) obtain from Ardagh’s auditors such accountants’ customary SAS-72 style comfort letters (with customary negative assurance) in the form and substance customary for a Rule 144A/Reg S Offering and reports as may be required to implement or obtain the Debt Financing, and the consent of IDG (which shall not be unreasonably withheld). The Parties shall work together and cooperate such auditors to the use of their reports in good faith in connection with arranging the Debt Financing. Each Party shall provide such assistance in connection with arranging any materials relating to the Debt Financing as may be reasonably requested by and cause such accountants to cooperate with the Senior Management Member Representative. (b) To the extent legally permissible, each of the AMPSA Financing Parties shall furnish the Financing Banks, as promptly as reasonably practicable, with financial and know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably requested by the Financing Banks in connection with the Debt Financing, subject including reviewing and commenting on the offering memorandum and participating in drafting sessions, (B) obtain such consents, legal opinions, surveys and title insurance as may be required to appropriate confidentiality undertakings satisfactory to each implement or obtain the Debt Financing; (C) facilitate, effective as of the Parties. In additionClosing or such other date as agreed between Ardagh and the Debt Financing Sources, each the pledging of collateral and the repayment or defeasance of any Indebtedness (including obtaining payoff, redemption or similar notices, effective as of the Parties shallClosing) and the release of related liens and termination of security interests; (D) take reasonable actions necessary to (x) permit the lenders and prospective lenders involved in the Debt Financing to evaluate the current assets, cash management and accounting systems of the AMP Entities, and the policies and procedures relating thereto for the purposes of establishing collateral arrangements and to assist with other collateral audits and due diligence examinations reasonable and customary for debt financings, (y) comply with reasonable publicity guidelines with respect to the Debt Financing, including refraining from public comment regarding any such offering except as may be required by applicable law, and (z) establish bank and other accounts (including escrow accounts) and blocked account agreements and lock-box arrangements to the extent legally permissible, furnish the Financing Banks with information reasonably requested (and in such Party’s possession) by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each of the Parties further agrees to reasonably assist in providing information required for the preparation of materials for the Financing Banks, including information memoranda and similar documents required necessary in connection with the Debt Financing; (E) cause the applicable AMPSA Financing Parties to provide all documentation and other information regarding the AMPSA Financing Parties or their applicable Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and requested by the lenders in writing within five (5) Business Days of such request; (F) execute or cause the applicable AMPSA Financing Parties to execute, customary definitive financing documents, as may be required to implement or obtain the Debt Financing (including a certificate of the chief financial officer of FinanceCo with respect to solvency matters); (G) assist the AMPSA Financing Parties to obtain waivers, consents, estoppels and approvals from other parties to material leases to which Ardagh or any Affiliate of Ardagh is a party; and (H) take corporate and other actions necessary to permit the consummation of the Debt Financing (including executing and delivering customary closing documents and certificates, executing and delivering any escrow agreements (if applicable)). For In connection with the avoidance marketing materials (including confidential information memoranda and lender presentations) and rating agency presentations related to the syndication of doubtthe Debt Financing, GHV and Ardagh consent to the use of their name, logos, trademarks and service marks in a manner that is reasonable and customary for such financing transactions; provided that such names, logos, trademarks and service marks are used solely in a manner that is not intended to nor reasonably likely to harm or disparage GHV or Ardagh or the reputation or goodwill of GHV or Ardagh and their marks. (b) Notwithstanding anything to the contrary set forth herein, nothing in this Section 1.05 shall 6.21(a) will require GHV to take any action in connection with the Debt Financing that, in the good faith determination of GHV, would (i) involve entry into any definitive financing documents by GHV, its Affiliates or any of its or their respective Representatives, (ii) require GHV, its Affiliates or any of its or their respective Representatives to be construed to create any obligation on the part issuer of any Party securities or issue any offering document, (iii) require GHV, any of its Affiliates, or any of its or their respective Representatives to personally provide any information the disclosure of which is prohibited or restricted by applicable Laws or legal proceeding or that is legally privileged and disclosure of which would result in a loss of privilege, (iv) require GHV, any of its Affiliates, or any of its or their respective Representatives, to take any action that will conflict with or violate the Organizational Documents of such Person or any applicable Law, (v) require any officer, director or employee of GHV or its Affiliates to deliver or be required to deliver any certificate or take any other action to the extent any such action would reasonably be expected to result in personal liability to such officer, director or employee, (vi) require GHV, any of its Affiliates, or any of its or their respective Representatives to pledge or cause or permit any collateral Encumbrance to be placed on any of their respective assets, guarantee any Indebtedness or incur any other liability in connection with the Debt Financing, or (vii) require GHV, any of its Affiliates, or any of its or their respective Representatives to pay any fees or expenses or otherwise incur any liability or give any indemnities. Ardagh will indemnify and hold harmless GHV, its Affiliates and its and their respective Representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement or obtaining of the Debt Financing and the performance of their respective obligations under Section 6.21(a), and will, promptly upon request of GHV, reimburse GHV, its Affiliates and its and their respective Representatives for all reasonable and documented out-of-pocket costs and expenses incurred by GHV, its Affiliates or its and their respective Representatives in connection with the Debt Financing or the cooperation provided pursuant to Section 6.21(a) (it being understood that, if the Closing occurs, such costs and expenses are Transaction Expenses). For purposes of this Section 6.21(b), references to “GHV” shall not include the Surviving Corporation. (c) Ardagh shall cause the AMPSA Financing Parties and their Subsidiaries to (i) enter into the agreements and other documents required to be entered into by the AMPSA Financing Parties or any of their Subsidiaries (such agreements and other documents, the “Debt Financing Documents”) in connection with the Committed Debt Financing on substantially the terms and conditions contained in the Committed Debt Financing Documents (including any “market flex” provisions) or, if applicable, any other Debt Financing in form and substance reasonably satisfactory to Ardagh; provided that, unless consented to in writing by GHV, (A) the terms, including interest rate and fees, of such other Debt Financing shall not, taken as a whole, be materially less favorable to the AMPSA Financing Parties than those in the Committed Debt Financing Documents as in effect on the date hereof, (B) such other Debt Financing shall not have conditions to funding more onerous than the Commitment Conditions Precedent (the terms described in subclauses (A) and (B), the “Required Debt Financing Terms”) and (C) Ardagh shall deliver all commitment letters (together with all related fee letters) and other definitive documents in respect of such other Debt Financing to GHV; provided, further, that GHV shall be given a reasonable opportunity to review and comment on the Definitive Debt Financing Agreements prior to the execution and delivery thereof and any such comments shall be considered in good faith by Ardagh, (ii) until definitive agreements on terms not less favorable to the AMPSA Financing Parties than the Required Debt Financing Terms are entered into by the AMPSA Financing Parties with respect to Debt Financing (such agreements, the “Definitive Debt Financing Agreements”), maintain in effect the Commitment Financing Documents, (iii) materially comply with the obligations in the Debt Financing Documents that are within their control and satisfy on a timely basis all conditions in the Debt Financing Documents that are within their control and (iv) upon the satisfaction or waiver of the Commitment Conditions Precedent or the conditions precedent to other Debt Financing set forth in the Definitive Debt Financing Agreements, consummate the Debt Financing at or prior to the Closing. (d) Ardagh shall keep GHV informed with respect to all activity concerning the status of the Debt Financing and shall give GHV prompt written notice upon it or any of its Affiliates’ obtaining knowledge of (i) any material breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party to any Debt Financing Documents then in place, (ii) any actual or threatened withdrawal, repudiation or termination of the Debt Financing by any of the Debt Financing Sources and (iii) any material dispute or disagreement between or among any of the parties to the Debt Financing Documents. None of Ardagh, FinanceCo or any of the other AMPSA Financing Parties shall, without the prior written consent of GHV, amend, modify, supplement, restate, substitute, replace, terminate, or agree to any waiver under this Section 1.05(bany Debt Financing Documents (including the Committed Debt Financing Documents) shall be subject in a manner that (A) reduces the amount of the Debt Financing available at or prior to Closing to an amount which would yield net proceeds less than $2,315,000,000, (wB) agreement by the Senior Management Member Representative and IDG adds or expands on the material terms conditions precedent to the funding of the Debt Financing, as compared to the Commitment Conditions Precedent as in effect on the date hereof or (xC) any limitations or other requirements that may be imposed by adversely affects the Special Committeeability of the AMPSA Financing Parties to enforce their respective rights against the Debt Financing Sources, (y) as compared to the terms and conditions to be set forth in the Merger Agreement or any confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Parties under applicable lawsCommitted Debt Financing Documents as in effect on the date hereof.

Debt Financing. (a) The Parties shall use reasonable efforts to arrange debt financing to support the Transaction (the “Debt Financing”) on terms satisfactory to as determined by the Parties. In order to facilitate the foregoing, Sponsor in consultation with the Senior Management Member Representative Representative. The Parties shall identify work together and present to cooperate in good faith in connection with arranging the Consortium Debt Financing. The Sponsor shall take the lead in identifying and selecting banks and other financing sources in connection with the Debt Financing (the “Financing Banks”) and shall, subject to the terms of this Agreement, be the primary negotiator on behalf of the Consortium regarding the terms of the Debt will consider in good faith potential Financing and the definitive Debt Financing documentation. Notwithstanding the foregoing, Banks proposed by the Senior Management Member Representative shall not enter into or agree to the material that have offered superior financing terms and conditions of rates to support the Debt Financing with the Financing Banks without the consent of IDG (which shall not be unreasonably withheld). The Parties shall work together and cooperate in good faith in connection with arranging the Debt FinancingTransaction. Each other Party shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by the Senior Management Member RepresentativeSponsor. (b) To the extent legally permissible, each of the Parties shall (i) furnish the Financing Banks, as promptly as reasonably practicable, with financial and financial, know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably requested by the Financing Banks in connection with the Debt Financing, subject information relevant to appropriate confidentiality undertakings satisfactory to each of the Parties. In addition, each of the Parties shall, to the extent legally permissible, furnish the Financing Banks with information reasonably requested (and in such Party’s possession) by the Financing Banks regarding the financial condition, business, operations and assets of the CompanyTarget, in order for as may be reasonably requested by the Financing Banks to evaluate consummate the Company and the terms of facilities contemplated by the Debt Financing. Each of the Parties further agrees , subject to reasonably appropriate confidentiality undertakings, (ii) assist in providing information required for with the preparation of materials for the Financing Banks, including Banks information memoranda and similar documents required in connection with the Debt Financing. For , and (iii) take all actions reasonably requested by the avoidance Financing Banks to permit the consummation of doubtthe Debt Financing, including the facilitation of the pledging of collateral and, in connection therewith, executing and delivering any pledge and security documents, other definitive financing documents or certificates, or other documents as may be requested by the Financing Banks, provided that (A) nothing in this Section 1.05 shall be construed to create any obligation on the part of any Party to personally pledge any collateral in connection with the Debt Financing, Financing and (B) the obligations of the Parties under this Section 1.05(b) shall be subject to (w) agreement by the Senior Management Member Representative and IDG on the material terms of the Debt Financing, (x) any limitations or other requirements that may be imposed by the Special Committee, (y) the terms and conditions to be set forth in the Merger Agreement or any confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Parties Senior Management Members under applicable laws.