Common use of Acquisition Financing Clause in Contracts

Acquisition Financing. If any Loan Party (the “Acquiring Loan Party”) desires to incur Acquisition Financing, the Borrower Representative shall give notice thereof to the Administrative Agent not less than forty-five (45) days prior to the incurrence of such Acquisition Financing (the “Financing Notice”), which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended to finance (the “Contemplated Acquisition”) and the terms and conditions of such proposed Acquisition Financing, including the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions of any applicable collateral and guarantees, and all other material terms thereof. The Lenders shall have the right to provide all or any portion of the Acquisition Financing under the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion of the Acquisition Financing, they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and do not waive compliance with Section 7.1 with respect thereto within forty-five (45) days after the giving of the Financing Notice, subject to the consummation of the Acquisition Financing, Borrowers shall promptly (but in no event later than five Business Days) after such consummation, prepay the outstanding principal balance of the Loans, ratably as to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in this paragraph shall require any Lender to provide any Acquisition Financing.

Acquisition Financing. If any Loan Party (a) On or before Call Option Completion MGM Grand Diamond shall procure:- (i) that the “Acquiring Loan Party”) desires to incur Acquisition Financing, the Borrower Representative shall give notice thereof to the Administrative Agent not less than forty-five (45) days prior to the incurrence of such Acquisition Financing (the “Financing Notice”), which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended repaid in full from the proceeds of an equity subscription made by MGM Grand Diamond, or any wholly owned Subsidiary of MGM Grand Diamond, to finance (the “Contemplated Acquisition”) MGM Grand Australia as contemplated by Clause 4.1 and the terms and conditions of such proposed Acquisition Financing, including the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions of that any applicable collateral and guarantees, and all other material terms thereofEncumbrances provided by any member of the MGM Grand Australia Group in relation to the Acquisition Financing is unconditionally released; or (ii) the rights and obligations (including contingent obligations) of MGM Grand Australia pursuant to or arising from the Acquisition Financing are assigned or novated in full, without recourse to any member of the MGM Grand Australia Group and any and all Encumbrances provided by any member of the MGM Grand Australia Group in-relation to the Acquisition Financing is unconditionally released. The Lenders shall have However, if MGM Grand Diamond is unable, after using its best endeavours, to procure the right to provide all assignment or any portion novation of the Acquisition Finance, without recourse, and the unconditional release of all of the Encumbrances to the extent they relate to or secure any of the Acquisition Finance then MGMG covenants for the benefit of the Option Holders and separately for the benefit of the MGM Grand Australia Group to indemnify and hold harmless the MGM Grand Australia Group from and against all such claims, damages, liabilities and costs arising therefrom. For the avoidance of doubt this indemnity shall apply notwithstanding that MGM Grand Diamond contrary to its obligations under this Clause has not used its best endeavours to procure the necessary event to occur. (b) Without limitation to the obligations of MGM Grand Diamond pursuant to Clause 3.10(a), as and from Call Option Exercise Date, MGMG and MGM Grand Diamond shall indemnify and keep indemnified, the Option Holders notwithstanding Call Option Completion, for any loss, damage, cost or expenses incurred or suffered by any of them as a direct or indirect result of the obligations of MGM Grand Diamond pursuant to Clause 3.10(a) not being satisfied in full to the reasonable satisfaction of the Nominated Option Holder at or before Call Option Completion. Without limiting the generality of the aforegoing it is expressly agreed that the loss of the Option Holders will include:- (i) 22.5% of the amount (after all related tax benefits to the MGM Grand Australia Group, properly claimed in respect of and arising from the Acquisition Finance) by which the assets of the MGM Grand Australia Group have been reduced by payments made (whether before or after Call Option Completion) pursuant to the Acquisition Financing under the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion Encumbrance granted by any member of the MGM Grand Australia Group in connection with the Acquisition Financing, they which payments have not been taken into account in the calculation of the Call Option Consideration or which have not been reimbursed to the MGM Grand Australia Group PROVIDED HOWEVER to the extent such payment is made to the Option Holders, MGM Grand Diamond shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect be released from its obligation pursuant to provide any Clause 3.10 (a) for that part of the Acquisition Financing and do not waive compliance with Section 7.1 with respect thereto within forty-five Finance to which the payment relates; and (45ii) days after the giving 22.5% of the additional borrowing costs, if any, in relation to other Debt Financing Notice, subject Facilities due to the consummation gearing of the MGM Grand Australia Group or the unavailability of collateral in either case as a consequence of the Acquisition Financing, Borrowers shall promptly (but Finance has been taken into account in no event later than five Business Days) after such consummation, prepay the outstanding principal balance calculation of the Loans, ratably as to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in this paragraph shall require any Lender to provide any Acquisition FinancingOption Consideration.

Acquisition Financing. If (a) Purchasers shall use commercially reasonable efforts to obtain and effectuate the Acquisition Financing on the terms and conditions contemplated by the Commitment Letters. Purchasers shall perform all obligations required to be performed by them in accordance with the terms of the Commitment Letters, and shall use commercially reasonable efforts (including commercially reasonable actions reasonably requested by Seller) to maintain the Commitment Letters in full force and effect through the Closing. Purchasers shall from time to time provide such information to Seller as Seller may reasonably request regarding the status of the Acquisition Financing. Purchasers agree to notify Seller promptly if, at any Loan Party time prior to the Closing Date, (i) any of the “Acquiring Loan Party”Commitment Letters shall expire or be terminated or replaced for any reason; (ii) desires any financing source that is a party to incur a Commitment Letter notifies Purchasers that such source no longer intends to provide financing to Purchasers thereunder; or (iii) for any reason Purchasers no longer believe, in good faith, that they will be able to obtain any of the financing substantially on the terms described in the Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation of the financing contemplated by the Commitment Letters. Purchasers shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent will not be required if such amendment, alteration, replacement or agreement to amend, alter or replace would not reasonably be expected to materially hinder or delay the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereof. (b) Seller agrees to use its commercially reasonable efforts to provide all cooperation reasonably requested by Purchasers in connection with the Acquisition Financing, including (i) providing and causing its advisors to provide all available information reasonably deemed necessary by Purchasers or the Borrower Representative shall give notice thereof to providers of the Administrative Agent not less than forty-five (45) days prior to debt financing portion of the incurrence of such Acquisition Financing (the “Financing Notice”), which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended to finance (the “Contemplated AcquisitionDebt Financing”) and to complete the terms and conditions syndication of such proposed Acquisition the Debt Financing, including available financial information that is customarily provided in such financings and is deemed necessary by Purchasers or the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions providers of any applicable collateral and guarantees, and all other material terms thereof. The Lenders shall have the right to provide all or any portion of the Acquisition such Debt Financing under the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion of the Acquisition Financing, they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and do not waive compliance with Section 7.1 with respect thereto within forty-five (45) days after the giving of the Financing Notice, subject to for the consummation of such Debt Financing; (ii) assisting in the Acquisition Financing, Borrowers shall promptly (but preparation and updating of materials to be used in no event later than five Business Days) after such consummation, prepay the outstanding principal balance of the Loans, ratably as to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together connection with the Non-Call Make-Whole PremiumDebt Financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessions; and (yiii) if making the Prepayment Date is after the Second Anniversary officers and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving advisors of the Financing Notice, Seller available from time to time to attend and make presentations regarding their respective business and prospects at one or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence meetings of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in this paragraph shall require any Lender to provide any Acquisition Financingprospective lenders.

Acquisition Financing. If any Loan Party (9.1 In addition to the “Acquiring Loan Party”) desires to incur Acquisition FinancingEquity Investor Commitment, the Borrower Representative shall give notice thereof Offer, any separately agreed purchases of Target shares, the Squeeze Out, any Mandatory Offer, any other incidental acquisitions of Target shares by BidCo Group and any measure in accordance with the E▇▇▇ Transaction Completion Agreement will be financed by certain debt providers pursuant to the Administrative Agent not less than forty-five fully executed commitment letter dated as of 21 November 2023 (45) days prior to together with all exhibits and schedules thereto, including the incurrence of such Acquisition Financing related Interim Facilities Agreement (the “Financing Notice”as defined therein), the Debt Commitment Letter) from the lenders party thereto (collectively, the Lenders) pursuant to which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended Lenders have agreed, subject to finance (the “Contemplated Acquisition”) and the terms and conditions thereof, to provide debt financing in the amounts set forth therein (the Debt Commitment), and the aggregate amount of such proposed debt financing to be provided to BidCo Group for that purpose from time to time, the Acquisition Financing. 9.2 Except as expressly set forth in the Debt Commitment Letter or as would not materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts (as defined below) at Completion, there are no side agreements containing additional conditions precedent to the obligations of the Lenders to provide the Acquisition Financing or that would permit the Lenders to reduce the aggregate principal amount of the Acquisition Financing. The Acquisition Financing, including when funded in accordance with the principal amount thereofDebt Commitment Letter and taken together with the cash proceeds of the Equity Investor Commitment, when funded in accordance with this Agreement, shall, once converted into the required currencies, provide MidCo 2 with cash proceeds in the amounts sufficient for the satisfaction of (i) all of BidCo Group’s obligations under the Transaction Documents to pay the Offer Price (without giving effect to any increase thereto) at Completion, (ii) any fees and expenses of or payable by the BidCo Group and any Affiliate thereof at Completion, (iii) any other amounts described in Clause 8.1 and (iv) for any repayment or refinancing of any outstanding indebtedness of the Target and/or its subsidiaries under their existing senior facilities agreement and existing senior secured notes, in each case to the extent contemplated by, or required in connection with the transactions described in the Transaction Documents or the Debt Commitment Letter (such amounts, collectively, the interest rate payable thereunderFinancing Amounts). 9.3 As of the date of this Agreement, except as would not materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, Equity Investor has no reason to believe that any of the conditions to the Acquisition Financing contained in the Debt Commitment Letter will not be satisfied on a timely basis or that the Acquisition Financing will not be available to MidCo 2 at Completion. 9.4 To the extent failure to do so would materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, the repayment terms thereofEquity Investor shall use its commercially reasonable efforts to cause each of its subsidiaries to use their commercially reasonable efforts to take all actions within their control which are reasonably necessary, descriptions of any applicable collateral and guarantees, and all other material terms thereof. proper or advisable to obtain by Completion funds under the Acquisition Financing sufficient to fund the Financing Amounts at Completion. 9.5 The Lenders Equity Investor shall have the right to (a) with the prior consent of E▇▇▇, procure that BidCo Group takes up additional or alternate Acquisition Financing on terms satisfactory to provide all the Equity Investor; (b) negotiate the long form financing documents governing the Debt Commitment and/or any other Acquisition Financing on behalf of the BidCo Group and to procure the conclusion by BidCo Group of such financing documentation; (c) procure that MidCo 2 or any portion other BidCo Group company amends or terminates the Debt Commitment or the definitive documentation relating thereto (provided that any termination, or any amendment which would materially and adversely affect the ability of the Acquisition Financing under the terms set forth in MidCo 2 to pay the Financing Notice. If Amounts at Completion, shall only be made with the Majority Lenders elect to provide all prior consent of E▇▇▇); (d) determine the process, timing and details of any marketing or any portion syndication process in respect of the Acquisition Financing, they shall waive compliance with Section 7.1 with including any related transaction documentation and marketing materials; (e) accept the final pricing in relation thereto, provided that if the final pricing is to be increased as a result of syndication to an extent which would exceed the maximum pricing parameters in the Debt Commitment documentation, E▇▇▇’s prior consent is required for such increased pricing; (f) accept the final documentation terms in relation thereto; (g) determine the process, timing and details of any draw down of Acquisition Financing, and determine if and when any BidCo Group company exercises rights or satisfies any obligation under the debt documents governing the Acquisition Financing or take any other action in respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and do not waive compliance with Section 7.1 or the Debt Commitment; and/or (h) save as contemplated by paragraphs (a) to (g) above, take or omit to take any other action with respect thereto within forty-five (45) days after the giving of the Financing Notice, subject to the consummation of Debt Commitment and the Acquisition Financing, Borrowers shall promptly (but in no event later than five Business Days) after each case, unless to the extent such consummationaction would be reasonably expected to result in BidCo Group becoming unable to complete the Offer on its terms, prepay or to pay the outstanding principal balance purchase price for the acquisition of the Loansany Target shares separately agreed, ratably as to each Lenderwhen due because of a lack of funding, in whole, but not less than whole. Borrower Representative which case the relevant action requires the prior consent of E▇▇▇. 9.6 Each party shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs good faith reasonably cooperate to implement the Acquisition Financing described in the Financing Notice upon terms more favorable and provide any reasonable assistance to the lenders thereof than those described Equity Investor in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence respect of any event described of the matters referred to in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereofClause 9.5. Nothing in this paragraph Clause 9.6 shall require any Lender party (or any of their respective officers, directors, managers, employees or other representatives) to provide cooperation to the extent it would, or would be reasonably likely to: (a) interfere unreasonably with the business of such party; or (b) require such party to take any Acquisition Financingaction that will conflict with or violate any applicable Laws, contracts, organizational documents or current financing arrangements of such party. 9.7 The parties acknowledge that Lux F▇▇▇▇ will, on or following the date of this Agreement, enter into certain hedging arrangements to hedge BidCo Group’s exposure to foreign exchange rate fluctuations in relation to NOK between entry into the hedging arrangements and Completion. Part C: Miscellaneous

Acquisition Financing. If any (a) Each of Parent, Merger Sub Corp., Merger Sub LLC and the Company shall use their respective reasonable best efforts to arrange and obtain the proceeds of financing for the transactions contemplated hereby on terms which are reasonably satisfactory to each of Parent and the Company and in an amount sufficient to (i) repay in full all amounts outstanding as of the Merger Effective Time under (A) that certain Term Loan Party Agreement among the Company and Barclays Bank PLC and the other lenders and parties thereto from time to time (the “Acquiring "Term Loan Party”Agreement") desires and (B) that certain Amended and Restated Loan and Security Agreement among the Company and W▇▇▇▇ Fargo Bank, National Association and the other lenders and parties thereto from time to incur time (the "ABL Credit Agreement"), (ii) provide for the payment at the Closing of at least $90,000,000 in Aggregate Cash Consideration to the holders of Company Common Stock, when taken together with the amount of cash disbursed to such persons (or to the Exchange Agent for further payment to such persons) from the Trust Account, (iii) pay in full the Expenses contemplated by Section 6.19(b) and Section 10.1, and (iv) fund working capital and certain ongoing operations of Parent and its post-Closing Subsidiaries (including the Company) (such debt financing on the terms described above is referred to herein as the "Acquisition Financing, "). (b) In furtherance of the Borrower Representative shall give notice thereof to the Administrative Agent not less than forty-five (45) days prior to the incurrence provisions of such Acquisition Financing (the “Financing Notice”Section 6.15(a), which notice shall describe in reasonable detail from the Business Acquisition such Acquisition Financing is intended date hereof until the earlier of the Closing Date or termination of this Agreement pursuant to finance (the “Contemplated Acquisition”) Article IX, each of Parent and the terms Company will (and conditions of will cause their respective Subsidiaries to) cooperate with the other Parties and instruct its management to cooperate with the other Parties as reasonably requested by Parent or the Company (provided that such proposed Acquisition Financing, including requested cooperation does not materially and unreasonably interfere with the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions of any applicable collateral and guarantees, and all other material terms thereof. The Lenders shall have the right to provide all or any portion ongoing operations of the Acquisition Financing under Company and its Subsidiaries) in connection with the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion of the Acquisition Financing, they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any Parties' arrangement of the Acquisition Financing and do not waive compliance with Section 7.1 with respect thereto within forty-five (45) days after the giving negotiation, execution and delivery of the Financing Notice, subject to the consummation of definitive documentation for the Acquisition Financing. Such cooperation will include, Borrowers shall promptly among other things, making appropriate officers available for participation in meetings, drafting sessions, due diligence sessions, ratings agency presentations and road shows, providing customary authorization letters authorizing the distribution of information to other prospective lenders and containing a customary representation (but in no event later than five Business Dayswith respect to the applicable information provided by the respective Party) after such consummation, prepay to the outstanding principal balance financing sources that as of the Loansdate of preparation such information does not contain any material non-public information or any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading, ratably and assisting in the preparation of rating agency presentations, offering memoranda, private placement memoranda, prospectuses and similar documents, as may be reasonably requested by Parent or the Company or any prospective lender to each Lender, (or purchaser of securities of) Parent and/or the Company and their respective Subsidiaries in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together connection with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in this paragraph shall require any Lender to provide any Acquisition Financing.

Acquisition Financing. If any Loan Party (a) Prior to the execution hereof, Purchaser has delivered to Seller complete and correct copies of duly executed and delivered debt commitment letters (the “Acquiring Loan PartyAcquisition Financing Commitment Letters”) desires with respect to incur the financing to be obtained in connection with the Acquisition FinancingFinancing and which are attached hereto as Exhibit E. The commitments made thereto as set forth in the Acquisition Financing Commitment Letters are in an amount (the “Acquisition Financing Amount”) that, together with Purchaser’s cash on hand as of the Closing Date, is sufficient to fund the Purchase Price and all other payments required to be made hereunder by Purchaser under this Agreement. (b) As of the date of this Agreement, the Borrower Representative shall give notice thereof Acquisition Financing Commitment Letters are in full force and effect and are legal, valid, binding and enforceable obligations of each of Purchaser and the other parties thereto, enforceable in accordance with their terms. (c) The Acquisition Financing Commitment Letters have not been amended or modified and the commitments contained in such Acquisition Financing Commitment Letters have not been terminated, reduced, withdrawn or rescinded in any respect and, to the Administrative Agent knowledge of Purchaser, no such termination, reduction, withdrawal or rescission is contemplated. (d) As of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount evidenced by the Acquisition Financing Commitment Letters other than as expressly set forth in or contemplated by the Acquisition Financing Commitment Letters and any financing commitment fees or expenses payable by Purchaser to the other parties thereto. (e) The obligations to fund the Acquisition Financing under the Acquisition Financing Commitment Letters are not less subject to any condition other than forty-five as expressly set forth in the Acquisition Financing Commitment Letters. (45f) days As of the date of this Agreement, Purchaser has no basis to believe that (i) any condition to the Acquisition Financing will not be satisfied on a timely basis on or prior to the incurrence of such Closing or (ii) the Acquisition Financing (will not be made available to Purchaser at the “Financing Notice”)Closing. As of the date of this Agreement, which notice shall describe neither Purchaser nor any Affiliate of Purchaser is in reasonable detail the Business Acquisition such Acquisition Financing is intended to finance (the “Contemplated Acquisition”) and default or breach under the terms and conditions of such proposed the Acquisition FinancingFinancing Commitment Letters and no event has occurred which, including the principal amount thereofwith or without notice, the interest rate payable thereunderlapse of time or both, the repayment terms thereof, descriptions of any applicable collateral and guarantees, and all other material terms thereof. The Lenders shall have the right would constitute a default or breach or a failure to provide all satisfy a condition by Purchaser or any portion other party thereto, under the terms and conditions of the Acquisition Financing under Commitment Letters. (g) Purchaser will have as of immediately prior to the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion of the Acquisition FinancingClosing, they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and do not waive compliance Amount that, together with Section 7.1 with respect thereto within forty-five (45) days after the giving Purchaser’s cash on hand as of the Financing NoticeClosing Date, subject is sufficient to fund the consummation of the Acquisition Financing, Borrowers shall promptly (but in no event later than five Business Days) after such consummation, prepay the outstanding principal balance of the Loans, ratably as Purchase Price and all other payments required to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within five (5) Business Days after the occurrence of any event described in clause (1) or (2), the difference between the amount Borrowers would have been required to pay pursuant to Section 2.3(c)(iii) (other than subclause (F)) had they prepaid the Loans in whole on such Prepayment Date pursuant to Section 2.3(c)(iii) (other than subclause (F)) and the amount Borrowers actually paid on such Prepayment Date. Administrative Agent will promptly notify each Lender of its receipt of any such payment and of such Lender’s Pro Rata Share thereof. Nothing in hereunder by Purchaser under this paragraph shall require any Lender to provide any Acquisition FinancingAgreement.