Common use of Taking of Necessary Actions Clause in Contracts

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitation, the right of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, and advisable to arrange, maintain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions described in the Commitment Letter, including, but not limited to, using its commercially reasonable efforts to: (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof and hereof; (ii) negotiate, execute, and deliver definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter on a timely basis on the terms and conditions contemplated by the Commitment Letter; (iii) satisfy on a timely basis all conditions contained in the Commitment Letter on or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closing; and (v) enforce its rights under the Commitment Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitation, the right of Parent to amend, replace, supplement, modify, supplement or waive modify the Commitment Letter and/or the Fee Letter subject to the limitations set forth in Section 7.06(a7.10(a)), Parent will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in the Fee Letter) described in the Commitment Letter and the Fee Letter, including, but not limited to, using its commercially reasonable best efforts to: (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof and hereof; (ii) negotiate, execute, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter on a timely basis on the terms and conditions (including any “flex” provisions in the Fee Letter) contemplated by the Commitment Letter and the Fee Letter; (iii) satisfy on a timely basis all conditions contained in the Commitment Letter or Fee Letter on or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter or Fee Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closing; and (v) otherwise diligently and in good faith enforce its rights under the Commitment Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter or the Fee Letter as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent and Merger Sub shall use, and shall cause its Affiliates to amenduse, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain arrange and obtain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions described in the Commitment LetterFinancing Letters, including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereof(including the “market flex” provisions, in the case of the Debt Financing Letters); (ii) negotiate, executeenter into, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter and any related Fee Letter on a timely basis on the terms and subject only to the conditions contemplated by (including any “flex” provisions in the Redacted Fee Letter) set forth in the Debt Commitment Letter and the Redacted Fee Letter (or on terms not materially less favorable to Parent and Merger Sub than the terms and conditions (including “market flex” provisions) set forth in the Financing Debt Commitment Letter and Redacted Fee Letter); (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions contained to funding that are applicable to Parent and Merger Sub in the Commitment Letter Financing Letters to fund the Financing at the Closing; (iv) consummate the Financing at or prior to the Closing; (v) comply with its covenants and other obligations pursuant to the Financing Letters; (vi) enforce its rights pursuant to the Financing Letters and the definitive documents relating to the Financing on or prior to the Closing Date that are within Effective Time, including by commencing an appropriate Legal Proceeding against any such breaching Financing Source to compel such breaching Financing Source to provide its control and to comply with all portion of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closingtime Closing should occur pursuant to Section 2.3 hereof; and (vvii) enforce its rights notify the Company promptly of any event or circumstance that exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default under the Commitment any Financing Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitation, the right of Parent and Merger Sub to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a5.13(a)), Parent and Merger Sub will each use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, and advisable to arrange, maintain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions described in the Commitment Letter, including, but not limited to, using its commercially reasonable best efforts to: (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof and hereof; (ii) negotiate, execute, and deliver definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter on a timely basis on the terms and conditions contemplated by the Commitment Letter; (iii) satisfy on a timely basis all conditions contained in the Commitment Letter on or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closing; and (v) enforce its rights under the Commitment LetterLetter (provided that, notwithstanding anything to the contrary contained in this Agreement, Parent shall not be required to commence any Legal Action against any Debt Financing Source). Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitation, the right of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a))Agreement, Parent will and Merger Sub shall, and shall cause their respective Affiliates to, use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness ofFinancing on a timely basis, and consummate the Debt Financing but in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to event no later than the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in any Fee Letter) described in the Commitment Letter, including, but not limited to, Financing Letters including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereofthereof; (ii) negotiate, executeenter into, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter Letters on a timely basis on the terms and conditions (including any “flex” provisions in any Fee Letter) contemplated by the Debt Commitment LetterLetters; (iii) satisfy on a timely basis all conditions contained in the (A) Debt Commitment Letters, any related Fee Letter and such definitive agreements related thereto and (B) Equity Commitment Letter on or prior to the Closing Date Date, in each case, that are within its control and to comply with all of its obligations pursuant to the Commitment Lettertheir control; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing at or prior to the Closing, including causing the Financing Sources to fund the Financing at the Closing; and (v) enforce its rights under pursuant to the Commitment LetterFinancing Letters. Parent will and Merger Sub shall fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent and Merger Sub will use its commercially respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain arrange and obtain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any market flex provisions) described in the Commitment LetterFinancing Letters, including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof until the Merger is consummated and hereofall amounts required to be paid by Parent pursuant to Sections 2.8(h), Section 2.9(b) and Section 6.16 have been paid (subject to Parent and Merger Sub’s right to replace, restate, supplement, modify, assign, substitute, waive or amend the Financing Letters as expressly permitted by this Agreement); (ii) negotiate, execute, negotiate and deliver definitive agreements with respect to execute the Debt Financing contemplated by Documents (in any event no later than the Commitment Letter on a timely basis on the terms and conditions contemplated by the Commitment LetterClosing); (iii) satisfy on a timely basis (in any event no later than the Closing) all conditions contained to funding that are applicable to Parent and Merger Sub in the Debt Commitment Letter on or prior to Letters and the Closing Date that are within its control Debt Financing Documents and to comply with all of its obligations pursuant to in the Equity Commitment Letter; (iv) upon in the satisfaction (or waiver) of all of event that the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (or, upon funding, would be satisfied) and conditions to the Commitment Letteravailability of the Financing have been satisfied or waived (or, with the funding of the Financing, would be concurrently satisfied), consummate the Debt Financing at or prior to the Closing; (v) comply with its obligations pursuant to the Financing Letters; and (vvi) enforce its rights under pursuant to the Commitment LetterFinancing Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent and Merger Sub shall use its, and shall cause their respective Affiliates to amenduse their, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will use its commercially respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness ofFinancing on a timely basis (but, and consummate in any event, no later than the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing ProceedsEffective Time) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions described (including, to the extent required, the full exercise of any “flex” provisions in any Fee Letter) set forth in the Commitment LetterFinancing Letters, including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereoftherein until the consummation of the Transaction or, if earlier, the termination of this Agreement; (ii) negotiate, executeenter into, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter and related Fee Letter on a timely basis on the terms and subject only to the conditions contemplated by (including any “flex” provisions in the related Fee Letter) set forth in the Debt Commitment Letter and related Fee Letter; (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions to the Debt Financing contained in the Debt Commitment Letter and such definitive agreements related thereto and in the Equity Commitment Letter on or prior to the Closing Date that are within its control and Effective Time to comply with all of its obligations pursuant to the Commitment Letterbe satisfied by Parent or Merger Sub; (iv) upon subject to the satisfaction (or waiver) of all waiver of the conditions set forth in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Commitment LetterClosing, but subject to the satisfaction or waiver of those conditions), consummate the Financing at or prior to the Closing; (v) comply with its covenants or other obligations pursuant to the Financing Letters and the definitive documents relating to the Financing on or prior to the Effective Time; and (vi) take all actions within Parent and Merger Sub’s control to enforce its rights pursuant to the Financing Letters, including by commencing an appropriate Legal Proceeding against any such breaching Financing Source to compel such breaching Financing Source to provide its portion of the Debt Financing at or prior to the Closing; and (v) enforce its rights under the Commitment Lettertime Closing should occur pursuant to Section 2.3 hereof. Parent will fully and Merger Sub shall pay, or cause to be fully paid, all commitment or other fees arising required to be paid pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent and Merger Sub will use its commercially respective reasonable best efforts to take, take (or cause to be taken, ) all actions and to do, do (or cause to be done, ) all things necessary, proper, proper and advisable to arrange, maintain arrange and obtain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) described in the Commitment LetterFinancing Letters and any related Fee Letter (or on other terms that, includingwith respect to conditionality, but are not limited toless favorable to Parent than the terms and conditions (including any “flex” provisions) set forth in the Financing Letters), including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereofthereof; (ii) negotiate, execute, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on a timely basis Letters on the terms and conditions (which may include the “flex” provisions) contemplated by the Debt Commitment LetterLetters and related Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent than the terms and conditions (including any “flex” provisions) set forth in the Financing Letters); (iii) accept (and comply with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letters and the Debt Financing to the extent that such “flex” provisions are exercised in accordance with the terms thereof; (iv) satisfy on a timely basis all conditions contained to funding that are applicable to Parent and Merger Sub in the Debt Commitment Letters and such definitive agreements thereto and in the Equity Commitment Letter on or prior to the Closing Date that are within its their control and (or, if deemed advisable by Parent, seek the waiver of conditions applicable to comply with all of its obligations pursuant to the Commitment LetterParent contained in such Financing Letters); (ivv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closing, including using its reasonable best efforts to cause the Financing Sources to fund the Financing at the Closing; (vi) comply with its obligations pursuant to the Financing Letters; and (vvii) enforce its rights under pursuant to the Commitment LetterFinancing Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms Parent will, and conditions of this Agreement (includingwill cause its applicable Affiliates and Representatives to, without limitation, the right of Parent to amend, replace, supplement, modifyuse, or waive the Commitment Letter subject cause to the limitations set forth in Section 7.06(a))be used, Parent will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrangearrange and obtain the Financing, maintain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on at or prior to the Closing DateClosing, on the terms and conditions described (including with respect to the Debt Financing, any “market flex” provisions) set forth in the Commitment LetterFinancing Commitments, includingincluding by using, but not limited toin each case, using its commercially reasonable best efforts to: to (i) comply with its obligations under the applicable Financing Commitments and Financing Agreements; (ii) maintain in effect the Commitment Letter applicable Financing Commitments and the Financing Agreements, as applicable, in accordance with the terms and subject to the conditions thereof and hereofthereof; (iiiii) negotiate, execute, negotiate and deliver enter into the definitive agreements with respect to the Debt Financing contemplated by Commitments (any such agreements, collectively, the Commitment Letter “Financing Agreements”), on a timely basis on basis, consistent with the terms and conditions contemplated by (including with respect to the Commitment LetterDebt Financing, the “market flex” provisions) set forth in the Financing Commitments and without any Prohibited Modification; (iiiiv) satisfy on a timely basis all conditions contained (and, in the Commitment Letter on or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letterany event, consummate the Debt Financing at or prior to the Closing) all of the terms and conditions applicable to Parent (or any of its controlled Affiliates) to the Financing contemplated by the Financing Commitments and Financing Agreements (including by consummating the Equity Financing pursuant to the terms of the Equity Commitment Letter and by paying any commitment fees or other fees or deposits required by the Financing Commitments or the Financing Agreements); (v) consummate the Financing no later than the Closing; and (vvi) enforce its rights under the Commitment LetterFinancing Commitments and Financing Agreements in the event of a breach by the Financing Sources under the Financing Commitments or the Financing Agreements that impedes or delays (or could reasonably be expected to impede or delay) the Closing. At the Company’s reasonable request (email being sufficient), Parent shall keep the Company informed on a current basis and in reasonable detail of the status and all material developments in its efforts to arrange the Financing. Parent will fully payshall give the Company prompt written (email being sufficient) notice (w) upon Parent having knowledge of or becoming aware of any violation, or cause any breach or default, or threatened (in writing) 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 violation, breach or default) by any party to any of the Financing Commitments or any Financing Agreement or any termination (including termination of any commitments) of any of the Financing Commitments, (x) of any actual or threatened (in writing) reduction, withdrawal, repudiation, recission or termination (including termination of any commitments) of the Financing by any Financing Source party to the Financing Commitments or any Financing Agreement, (y) of any material dispute or disagreement between or among parties to any of the Financing Commitments or Financing Agreements with respect to the obligation to fund or invest, as applicable, the Financing or the amount of the Financing to be fully paidfunded or invested, as applicable, at the Closing, or (z) if at any time for any reason Parent believes or has determined that it will not be able to obtain all commitment or other fees arising pursuant any portion of the Financing on the terms and conditions, in the manner or from the sources, contemplated by any of the Financing Commitments or Financing Agreements or will be unable to obtain Alternative Financing. Promptly following delivery by the Company to Parent of written request therefor, Parent shall provide any information reasonably requested by the Company relating to the Commitment Letter as and when they become dueFinancing or any circumstance referred to in the immediately preceding sentence.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent and Merger Sub will use its commercially respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, necessary to arrange and advisable to arrange, maintain obtain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions described in the Commitment LetterFinancing Letters and any related Fee Letter on or prior to the Closing Date in an amount sufficient to pay the Required Amount, including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereofthereof; (ii) negotiate, execute, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter on a timely basis Financing Letters on the terms and conditions contemplated by the Commitment Financing Letters and related Fee Letter or, if applicable, any Replacement Financing Letter; (iii) satisfy on a timely basis all conditions contained to funding that are applicable to Parent and Merger Sub in the Commitment Letter on or prior to the Closing Date that are within its control Financing Letters and to comply with all of its obligations pursuant to the Commitment Lettersuch definitive agreements thereto; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closing; and (v) comply with its obligations pursuant to the Financing Letters; and (vi) if all the conditions to the obligations of the Financing Sources contained in any Financing Letter have been satisfied (or upon funding will be satisfied) or waived, enforce its rights under pursuant to the Commitment LetterFinancing Letters to the extent that the failure to enforce would adversely impact the amount or timing of the Financing or the availability of the Financing at Closing. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters and any Fee Letters as and when they become due. For the avoidance of doubt, the “reasonable best efforts” of Parent and Merger Sub pursuant to this Section 6.5 includes an obligation on the part of Parent and Merger Sub, if the terms and conditions set forth in the Financing Letters have been satisfied and one or more of the Financing Sources fails to provide its respective portion of the Financing and, as a result, the Closing does not occur when required pursuant to this Agreement, to promptly commence an appropriate Legal Proceeding against any such breaching Financing Source pursuant to which each of Parent and Merger Sub will use its reasonable best efforts to compel such breaching Financing Source to provide its portion of the Financing.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitation, the right of Parent and Merger Sub to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a7.17(a)), Parent and Merger Sub will each use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, and or advisable to arrange, maintain the effectiveness of, and obtain the proceeds of and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing DateFinancing, on the terms and conditions (including, to the extent required, the full exercise of any “market flex” provision) described in the Commitment Letter, including, but not limited to, using its commercially reasonable best efforts to: (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof and hereofhereof until the earlier of the consummation of the Financing contemplated thereby and the termination of this Agreement in accordance with its terms; (ii) negotiate, execute, and deliver definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter (the “Definitive Financing Agreements”) on a timely basis on the terms and conditions (including any “market flex” provisions) contemplated by the Commitment Letter; (iii) satisfy (or obtain waivers of), on a timely basis basis, all conditions contained in the Commitment Letter on or prior to and/or the Closing Date Definitive Financing Agreements that are within its control and to comply with all of its obligations pursuant to the Commitment LetterLetter and the Definitive Financing Agreements, in a timely and diligent manner; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, cause any Lender thereunder to comply with its obligations (including by seeking specific performance of the parties thereunder if necessary), including to consummate and fund the Debt Financing at or prior to the ClosingFinancing; and (v) enforce its rights under the Commitment LetterLetter and the Definitive Financing Agreements, in a timely and diligent manner. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will and Merger Sub shall use its commercially reasonable best efforts to, and shall use its reasonable best efforts to cause its Representatives to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness ofFinancing (or, and consummate in the event any portion or all of the Debt Financing becomes unavailable, Alternate Debt Financing) on a timely basis, but in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on event no later than the time the Closing Date and any Escrowed Take-Out Financing Proceeds) is required to fund the Required Amount on or prior occur pursuant to the Closing DateSection 2.3, on the terms and conditions described (including, to the extent required, the full exercise of any “market flex” provisions in any Fee Letter) set forth in the Commitment LetterFinancing Letters, including, but not limited to, using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereoftherein; (ii) negotiate, executeenter into, execute and deliver on the Closing Date definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter and related Fee Letters on a timely basis on the terms and subject only to the conditions contemplated (including any “market flex” provisions in the related Fee Letter) set forth in the Debt Commitment Letter and related Fee Letter or on other terms that are not materially less favorable from a conditionality and enforceability perspective (taken as a whole) to Parent than the terms and conditions related to conditionality and enforceability (taken as a whole) set forth in the Debt Commitment Letter (including, to the extent required by the Commitment Letterrelated “market flex” provisions), subject to any amendments, modifications or supplements thereto, or replacements or waivers thereof permitted by Section 6.5(a); (iii) satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent or Merger Sub contained in the Debt Commitment Letter and such definitive agreements related thereto and in the Equity Commitment Letters at or prior to the time the Closing is required to occur pursuant to Section 2.3 to the fullest extent such conditions are within its control; (iv) in the event that all conditions contained in the Commitment Letter on Financing Letters and any related definitive agreements have been satisfied (except those that, by their nature, are to be satisfied at the Closing) or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letterwaived, consummate the Debt Financing at or prior to the Closing; (v) comply in all material respects with its covenants or other obligations applicable to Parent and Merger Sub pursuant to the Financing Letters and the definitive documents relating to the Financing in accordance with the terms and conditions thereof at or prior to the time the Closing is required to occur pursuant to Section 2.3; and (vvi) enforce its rights under the Commitment Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter as and when they become dueFinancing Letters at or prior to the Closing.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amendand Merger Sub will, replaceand will procure that the Guarantors will, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will use its commercially respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in the Fee Letter) described in the Commitment Financing Letters and any related Fee Letter, including, but not limited to, using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereof; (ii) negotiate, execute, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter Letters on a timely basis on the terms and conditions (including any “flex” provisions in the Fee Letter) contemplated by the Debt Commitment Letters and related Fee Letter; (iii) satisfy on a timely basis all conditions contained in the Debt Commitment Letter Letters and such definitive agreements related thereto and in the Equity Commitment Letters on or prior to the Closing Date Date, in each case, that are within its control and to comply with all of its obligations pursuant to the Commitment Lettertheir control; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing at or prior to the Closing, including causing the Financing Sources to fund the Financing at the Closing; and (v) enforce its rights under pursuant to the Commitment LetterFinancing Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitation, the right of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a))Agreement, Parent will and Merger Sub shall, and shall cause their respective Affiliates to, use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness ofFinancing on a timely basis, and consummate the Debt Financing but in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to event no later than the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in any Fee Letter) described in the Commitment Financing Letters and any related Fee Letter, including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereofthereof; (ii) negotiate, executeenter into, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters and any related Fee Letter on a timely basis on the terms and conditions (including any “flex” provisions in any Fee Letter) contemplated by the Debt Commitment Letters and related Fee Letter; (iii) satisfy on a timely basis all conditions that are within its control and applicable to Parent and Merger Sub contained in the (A) Debt Commitment Letters, any related Fee Letter and such definitive agreements related thereto and (B) Equity Commitment Letter on or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment LetterDate; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closing, including causing the Financing Sources to fund the Financing at the Closing; and (v) enforce comply with its rights under applicable covenants and other obligations pursuant to the Commitment LetterFinancing Letters and the definitive documents relating to the Financing on or prior to the Closing Date. Parent will and Merger Sub shall fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitation, the right of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a))Agreement, Parent will and Merger Sub shall, and shall cause their respective Affiliates to, use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness ofFinancing on a timely basis, and consummate the Debt Financing but in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to event no later than the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in any Fee Letter) described in the Commitment Financing Letters and any related Fee Letter, including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereofthereof; (ii) negotiate, executeenter into, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters and any related Fee Letter on a timely basis on the terms and conditions (including any “flex” provisions in any Fee Letter) contemplated by the Debt Commitment Letters and related Fee Letter; (iii) satisfy on a timely basis all conditions contained in the (A) Debt Commitment Letters, any related Fee Letter and such definitive agreements related thereto and (B) Equity Commitment Letter on or prior to the Closing Date Date, in each case, that are within its control and to comply with all of its obligations pursuant to the Commitment Lettertheir control; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing at or prior to the Closing, including causing the Equity Financing Sources to fund the Financing at the Closing; and (v) enforce its rights under pursuant to the Commitment LetterFinancing Letters. Parent will and Merger Sub shall fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will and Merger Sub shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, properits, and advisable shall cause its respective Affiliates and Representatives to use their, respective reasonable best efforts to arrange, maintain consummate and obtain the effectiveness ofFinancing on a timely basis, and consummate but in any event no later than the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on time the Closing Date and any Escrowed Take-Out Financing Proceeds) is required to fund the Required Amount on or prior occur pursuant to the Closing DateSection 2.3, on the terms and conditions described set forth in the Commitment LetterFinancing Letters, including, but not limited to, using its commercially reasonable best efforts to: to (i) maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof and hereoftherein; (ii) negotiate, executeenter into, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on a timely basis on terms not less favorable to Parent and Merger Sub (as determined by Parent and Merger Sub in good faith) than the terms and subject only to the conditions contemplated by set forth in the Debt Commitment Letter and related Fee Letter; (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions contained in the Debt Commitment Letter on or prior to and such definitive agreements related thereto and in the Closing Date Equity Commitment Letter that are applicable to Parent and Merger Sub and within its the control of Parent and to comply with all of its obligations pursuant to the Commitment LetterMerger Sub; and (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment LetterFinancing Letters (other than those to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), consummate the Debt Financing at or prior to the Closing; (v) comply with its covenants or other obligations applicable to Parent and Merger Sub and within the control of Parent and Merger Sub pursuant to the Financing Letters at or prior to the time the Closing is required to occur pursuant to Section 2.3; and (vvi) enforce its rights under pursuant to the Commitment LetterFinancing Letters. Parent will fully and Merger Sub shall pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become due.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (including, without limitationAgreement, the right of Parent to amendInvestor shall use its commercially reasonable efforts to, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will and shall use its commercially reasonable efforts to cause its respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors and other advisors and representatives to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness ofFinancing (or, and consummate in the event any portion or all of the Debt Financing becomes unavailable, Alternate Debt Financing) on a timely basis, but in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on event no later than the time the Closing Date and any Escrowed Take-Out Financing Proceeds) is required to fund the Required Amount on or prior occur pursuant to the Closing DateSection 1.3, on the terms and conditions described (including, to the extent required, the full exercise of any “market flex” provisions in any Debt Fee Letter) set forth in the Commitment LetterLetters, including, but not limited to, using its commercially reasonable efforts to: to (i) maintain in effect the Commitment Letter Letters in accordance with the terms and subject to the conditions thereof and hereoftherein; provided that the Investor may replace or amend the Debt Commitment Letter as set forth herein; (ii) negotiate, executeenter into, execute and deliver on the Closing Date definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter and Debt Fee Letter on a timely basis subject only to the conditions (including any “market flex” provisions in the Debt Fee Letter) set forth in the Debt Commitment Letter and Debt Fee Letter or on other terms that are not less favorable from a conditionality and enforceability perspective to the Investor than the terms and conditions contemplated related to conditionality and enforceability set forth in the Debt Commitment Letter (including, to the extent required by the Commitment Letterrelated “market flex” provisions), subject to any amendments, modifications or supplements thereto, or replacements or waivers thereof permitted by Section 5.6(a); (iii) satisfy on a timely basis (or obtain a waiver of) all conditions applicable to the Investor contained in the Debt Commitment Letter and such definitive agreements related thereto and in the Equity Commitment Letter at or prior to the time the Closing is required to occur pursuant to Section 1.3 to the extent such conditions are within its control; (iv) in the event that all conditions contained in the Commitment Letter on Letters and any related definitive agreements have been satisfied (except those that, by their nature, are to be satisfied at the Closing) or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letterwaived, consummate the Debt Financing at or prior to the Closing; and (v) enforce its rights under the Commitment Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letters at or prior to the Closing. Notwithstanding anything to the contrary, nothing in this Section 5.6(b) shall (i) require funding of any equity financing other than the Equity Financing, (ii) the incurrence of any debt financing other than the Debt Financing or any Alternate Debt Financing, or (iii) the payment of fees in connection with the Debt Financing or Equity Financing in excess of the amounts contemplated by the Debt Commitment Letter as (taking into account any “market flex” provisions applicable thereto contained in the Debt Fee Letter) and when they become dueEquity Commitment Letter.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent and Merger Sub will use its commercially respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain arrange and obtain at Closing the effectiveness of, and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions (including to the extent required, the full valid exercise of any flex provisions) described in the Commitment LetterFinancing Letters and any related Fee Letter or on such other terms that are not prohibited by Section 6.5(a), including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereofthereof; (ii) negotiate, executeand on the Closing Date, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on a timely basis on the terms and conditions (including the flex provisions) contemplated by the Debt Commitment LetterLetter and related Fee Letter or other terms which are not prohibited by Section 6.5(a); (iii) taking into account the timing of the Marketing Period and the requirements of Section 2.3, satisfy on a timely basis all conditions contained to funding that are applicable to Parent in the Debt Commitment Letter and in the Equity Commitment Letter; (iv) consummate the Financing at the Closing, including using commercially reasonable efforts to cause the Financing Sources to fund the Financing at the Closing assuming the conditions in Section 7.1 and Section 7.2 have been satisfied (except those that by their nature can only be satisfied on or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the ClosingDate); and (v) enforce comply with its rights under obligations in all material respects pursuant to the Commitment LetterFinancing Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter Financing Letters as and when they become duedue assuming the conditions in Section 7.1 and Section 7.2 have been satisfied (except those that by their nature can only be satisfied after giving effect to the Effective Time or the receipt of proceeds from the funding of the Debt Financing).

Taking of Necessary Actions. Subject to the terms Parent shall, and conditions of this Agreement (includingshall cause its applicable Affiliates to, without limitation, the right of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain arrange and obtain the effectiveness of, Financing on a timely basis and consummate the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions described in the Commitment LetterFinancing Commitments, including, but not limited to, using its commercially reasonable efforts to: including to (i) comply with its obligations under the applicable Financing Commitments; (ii) maintain in full force and effect the Commitment Letter applicable Financing Commitments or the definitive agreements related thereto in accordance with the terms (or other terms not resulting from or causing any Prohibited Modification) and subject to the conditions thereof and hereofthereof; (iiiii) negotiate, execute, negotiate and deliver enter into the definitive agreements with respect to the Debt Financing contemplated by the Commitment Letter on a timely basis on the terms (or other terms not resulting from or causing any Prohibited Modification) and conditions contemplated by (including the Commitment Letter“market flex” provisions) contained therein; and (iiiiv) satisfy on a timely basis all conditions contained to funding that are applicable to Parent and/or its Affiliates in the Commitment Letter applicable Financing Commitments (or any definitive agreements related thereto). At the Company’s written request (email being sufficient), Parent shall keep the Company informed on or prior a current basis and in reasonable detail of the status of its efforts to arrange the Financing (including, upon reasonable request, providing the Company with copies of all definitive agreements and other documents related to the Closing Date that are within its control Financing and of material developments concerning the timing of the closing of the Financing). Parent shall give the Company reasonably prompt written notice (A) upon having knowledge of any violation, breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to comply with all give rise to any violation, breach or default) by any party to any of its obligations pursuant the Financing Commitments or any termination of any of the Financing Commitments, (B) of any actual or threatened reduction, withdrawal, repudiation or termination of the Financing by any Financing Source party to the Commitment Letter; Financing Commitments, or (ivC) upon the satisfaction if for any reason Parent has determined (or waivershould determine in good faith) that it will not be able to obtain all or any portion of the Financing on the terms contemplated by the applicable Financing Commitments. Promptly following delivery by the Company to Parent of written request therefor, Parent shall provide any information reasonably requested by the Company relating to the Financing or any circumstance referred to in clauses (A) through (C) of all of the conditions set forth in the Commitment Letter, consummate the Debt Financing at or prior to the Closing; and (v) enforce its rights under the Commitment Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter as and when they become dueimmediately preceding sentence.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent will and Merger Sub shall use its commercially reasonable best efforts to, and shall use its reasonable best efforts to cause its respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors and other advisors and representatives to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain consummate and obtain the effectiveness ofFinancing (or, and consummate in the event any portion or all of the Debt Financing becomes unavailable, Alternate Debt Financing) on a timely basis, but in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on event no later than the time the Closing Date and any Escrowed Take-Out Financing Proceeds) is required to fund the Required Amount on or prior occur pursuant to the Closing DateSection 2.3, on the terms and conditions described (including, to the extent required, the full exercise of any “market flex” provisions in any Fee Letter) set forth in the Commitment LetterFinancing Letters, including, but not limited to, using its commercially reasonable best efforts to: to (i) maintain in effect the Commitment Letter Financing Letters in accordance with the terms and subject to the conditions thereof and hereoftherein; (ii) negotiate, executeenter into, execute and deliver on the Closing Date definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter and related Fee Letters on a timely basis on the terms and subject only to the conditions contemplated (including any “market flex” provisions in the related Fee Letter) set forth in the Debt Commitment Letter and related Fee Letter or on other terms that are not materially less favorable from a conditionality and enforceability perspective (taken as a whole) to Parent than the terms and conditions related to conditionality and enforceability (taken as a whole) set forth in the Debt Commitment Letter (including, to the extent required by the Commitment Letterrelated “market flex” provisions), subject to any amendments, modifications or supplements thereto, or replacements or waivers thereof permitted by Section 6.5(a); (iii) satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent or Merger Sub contained in the Debt Commitment Letter and such definitive agreements related thereto and in the Equity Commitment Letters at or prior to the time the Closing is required to occur pursuant to Section 2.3 to the fullest extent such conditions are within its control; (iv) in the event that all conditions contained in the Commitment Letter on Financing Letters and any related definitive agreements have been satisfied (except those that, by their nature, are to be satisfied at the Closing) or prior to the Closing Date that are within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Commitment Letterwaived, consummate the Debt Financing at or prior to the Closing; (v) comply in all material respects with its covenants or other obligations applicable to Parent and Merger Sub pursuant to the Financing Letters and the definitive documents relating to the Financing in accordance with the terms and conditions thereof at or prior to the time the Closing is required to occur pursuant to Section 2.3; and (vvi) enforce its rights under the Commitment Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letter as and when they become dueFinancing Letters at or prior to the Closing.

Taking of Necessary Actions. (i) Subject to the terms and conditions of this Agreement (includingAgreement, without limitationalthough the parties acknowledge and agree that obtaining the Debt Financing is not a condition to Closing, the right each of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent and Merger Sub will use its commercially respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper and advisable to arrange, maintain the effectiveness of, consummate and consummate obtain the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in the Fee Letter) described in the Commitment Financing Letters and any related Fee Letter, including, but not limited to, using its commercially reasonable best efforts to: (iA) comply with and maintain in effect the Commitment Letter Debt Financing Letters in accordance with the terms and subject to the conditions thereof and hereof; (iiB) negotiate, execute, execute and deliver Table of Contents definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter Letters on a timely basis on the terms and conditions (including any “flex” provisions in the Fee Letter) contemplated by the Debt Commitment Letters and related Fee Letter; (iiiC) satisfy on a timely basis all conditions contained in the Debt Commitment Letter Letters and such definitive agreements related thereto and in the Equity Commitment Letters on or prior to the Closing Date Date, in each case, that are within its control and to comply with all of its obligations pursuant to the Commitment Lettertheir control; (ivD) upon the satisfaction (or waiver) of all of the conditions set forth in the Debt Commitment LetterLetter (other than the consummation of the Merger and other than the availability of the Equity Financing and those that by their nature are to be satisfied at the Closing), consummate the Debt Financing at or prior to the Closing, including causing the Financing Sources to fund the Debt Financing at the Closing; and (vE) enforce its rights under pursuant to the Commitment Letter. Debt Financing Letters. (ii) Subject to the terms and conditions of this Agreement, although the parties acknowledge and agree that obtaining the Equity Financing is not a condition to Closing, each of Parent will fully payand Merger Sub shall take, or cause to be fully paidtaken, all commitment actions and do, or other fees arising pursuant cause to be done, all things necessary, proper or advisable to obtain the Equity Financing at the Closing on the terms and conditions set forth in the Equity Commitment Letter, including to: (A) maintain the Equity Commitment Letter as in effect; and when they become due(B) consummate the Equity Financing, including enforcing its rights under the Equity Commitment Letter and causing the Guarantor to fund the Equity Financing at the Closing.

Taking of Necessary Actions. Subject to the terms and conditions of this Agreement (includingAgreement, without limitation, each of the right of Parent to amend, replace, supplement, modify, or waive the Commitment Letter subject to the limitations set forth in Section 7.06(a)), Parent Borrowers will use its commercially reasonable best efforts to take, take (or cause to be taken, ) all actions and to do, do (or cause to be done, ) all things necessary, proper, proper and advisable (as determined by Borrowers in their reasonable judgment) to arrange, maintain arrange and obtain at the effectiveness of, and consummate Closing the Debt Financing in an amount necessary (after giving effect to Parent’s, US Holdco’s and Merger Sub’s cash on hand, any cash proceeds of any Take-Out Financing received by Parent or its Subsidiaries on the Closing Date and any Escrowed Take-Out Financing Proceeds) to fund the Required Amount on or prior to the Closing Date, on the terms and conditions (including, to the extent required, the full valid exercise of any “flex” provisions) described in the Debt Commitment LetterLetter and the Fee Letters, including, but not limited to, including using its commercially reasonable best efforts to: to (i) maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof and hereofthereof; (ii) negotiatenegotiate and, executeon the Closing Date, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on a timely basis on the terms and subject to the conditions (including the “flex” provisions) contemplated by the Debt Commitment LetterLetter and the Fee Letters or on such other terms and subject to such other conditions that (x) would not directly reduce the aggregate amount of the Debt Financing to an amount, when taken together with the aggregate amount of the Equity Financing (after giving effect to any increases thereto) and Parent’s cash on hand, that would not be sufficient to make the Required Payments at the Closing and (y) in respect of certainty of funding, would not reasonably be expected to (A) delay or prevent the consummation of the Closing (other than for up to two (2) Business Days) or (B) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, less likely to occur; (iii) satisfy on a timely basis all conditions contained in the Commitment Letter on at or prior to the Closing Date all conditions to the funding of the Debt Financing that are to be satisfied by Parent and within its control and to comply with all of its obligations pursuant to the Commitment Letter; (iv) upon the satisfaction (or waiver) of all of the conditions set forth in the Debt Commitment LetterLetters; and (v) in the event all conditions precedent to the funding of the Debt Financing have been satisfied, consummate the Debt Financing at or prior to the Closing, including causing the Financing Sources to fund the Financing at the Closing; (vi) comply with its obligations pursuant to the Debt Commitment Letter; and (vvii) enforce its rights under the Commitment Letter. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become dueLetter.