Common use of Commitment Letters Clause in Contracts

Commitment Letters. The Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant to the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion of the financing necessary to consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by any party to the Commitment Letters, or any termination of the Commitment Letters. The Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or indirectly, any action that would result in a failure of any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.14. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, promptly but in any event within two (2) Business Days.

Commitment Letters. The Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have the effect of introducing an additional condition to such counterparties’ obligations, obligations and/or reducing the amount of the commitments thereunder or delaying the Closingthereunder. If any portion of the financing contemplated pursuant to the Commitment Letters (the “Financing”) Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment LettersLetter, the Purchaser shall promptly notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Contemplated Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion of the financing necessary to consummate the Contemplated Transactions. The Purchaser shall give the Seller prompt notice within two (2) Business Days of any material breach by any party to the Commitment Letters, of which the Purchaser becomes aware, or any termination of the Commitment Letters. The Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or indirectly, any action that would result in a failure of any of the conditions contained in the Commitment Letters or in any definitive agreements agreement related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Contemplated Transactions, without first obtaining the Seller’s prior written consent (which consent. The Purchaser shall not be unreasonably withheldcause its Affiliates to, conditioned or delayed)and shall use its reasonable best efforts to cause its representatives to, comply with the terms, and use reasonable best efforts to satisfy on a timely basis the conditions, of the Commitment Letters, any alternative financing commitments and any related fee and engagement letters. Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.1410.18. The Purchaser shall keep the Seller informed on a reasonably current basis of the status of its efforts to arrange the Financing and provide copies of all documents related to the Financing (other than any ancillary documents subject to confidentiality agreements) to the Seller. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, as promptly as possible (but in any event within two one (21) Business DaysDay). In the event that (i) the conditions set forth in Articles 4 and 5 have been satisfied (or can be satisfied by the reasonable best efforts of the Purchaser) and (ii) the conditions set forth in the Commitment Letters and/or definitive documentation relating thereto or relating to any alternative financing have been satisfied (or can be satisfied by the reasonable best efforts of the Purchaser), then the Seller shall have the right to cause the Purchaser to draw down on its Commitment Letters, including without limitation, any alternative or other sources of financing. The Seller agrees to provide, and shall cause its representatives to provide, at the Purchaser’s expense, all reasonable assistance to the Purchaser in connection with the arrangement of the Financing by the Purchaser as may be reasonably requested by the Purchaser (provided that such requested assistance does not unreasonably interfere with the ongoing operations of the Seller, Holdings and its Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing the Purchaser and its financing sources with financial and other pertinent information regarding the Seller, Holdings and its Subsidiaries as may be reasonably requested by the Purchaser, (iii) providing and executing documents as may be reasonably requested by the Purchaser (other than any documents or certificates that will be in effect prior to the Closing Date or any opinions of counsel or letters entitling any person other than the addressee of any such opinion of counsel to rely on such opinion), and (iv) cooperating in connection with the repayment or defeasance of any indebtedness of the Seller, Holdings or any of its Subsidiaries as of the Closing Date. In the event the Closing shall not occur, the Purchaser shall reimburse the Seller for all reasonable out of pocket expenses incurred by the Seller in connection with the Seller’s obligations set forth in this Section 10.18.

Commitment Letters. The Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would Contributing Parties have the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant delivered to the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller Recipient Parties true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions of the financing necessary to consummate be provided by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the Transactions“CH Commitment Letters”). The Purchaser shall give CH Commitment Letters have been duly executed and delivered by CH and, assuming the Seller notice within two due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (2except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) Business Days of any material breach by any party and, to the Commitment Lettersknowledge of CH, or and are not subject to any termination conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The Purchaser shall refrain (CH Commitment Letters have not been amended or modified prior to the date hereof and shall use its reasonable best efforts the respective commitments contained in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to cause its Affiliates the date hereof. As of the date hereof, the Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH under any term or condition of the CH Commitment Letters, and, as of the date hereof, the Contributing Parties have no reason to refrain) from taking, directly, believe that CH or indirectly, any action that would result in other party thereto will be unable to satisfy on a failure of timely basis any of the conditions contained in to the Debt Financing to be satisfied pursuant to the CH Commitment Letters. CH or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach paid by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.14. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, promptly but in any event within two (2) Business Daysdate hereof.

Commitment Letters. The Purchaser shall use its reasonable best efforts Buyer has delivered to comply with its obligations Sellers true and enforce its rights under complete, fully-executed copies of commitment letters including all exhibits, schedules, annexes and amendments to such letters in effect as of such date of delivery or other evidence of funding (the “Commitment Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Buyer), has severally agreed and committed to provide to Buyer the funds and/or financing set forth therein (“Financing”). As of the Closing Date, the Commitment Letters shall have not been amended, restated or otherwise modified or waived subsequent to the date of delivery to Sellers and the respective commitments contained in a timely manner and the Commitment Letters shall have not been withdrawn, modified or rescinded in any respect. There shall be no conditions precedent to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letters. There shall be no other agreements, side letters or arrangements that would permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have the effect of introducing an additional condition parties to such counterparties’ obligations, reducing the Commitment Letters to reduce the amount of the commitments thereunder Financing or delaying that would otherwise affect the Closing. If any portion availability of the financing contemplated pursuant to the Financing. The Commitment Letters (provide Buyer with binding financial commitments that, when funded at Closing, will provide it with sufficient funds to pay the “Financing”) becomes unavailable Purchase Price and to pay any other amounts required to be paid by it in connection with the consummation of the transactions contemplated by this Agreement. On or before the Closing Date, Buyer shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions contemplated described in the Commitment LettersLetter. Buyer acknowledges and agrees that the consummation of, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts receipt of proceeds from, any Financing is not a condition to obtain alternative financing from alternative sources on substantially the same terms (Buyer’s obligations hereunder, including pricing) in an amount sufficient Buyer’s obligation to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion of the financing necessary to consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by any party to the Commitment Letters, or any termination of the Commitment Letters. The Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or indirectly, any action that would result in a failure of any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.14. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, promptly but in any event within two (2) Business DaysClosing.

Commitment Letters. (a) The Purchaser shall use its reasonable best efforts Buyer has delivered to comply the Seller and the Company a true and complete copy of the Equity Commitment Letter, between the Buyer and Sponsor, relating to Sponsor’s commitment, subject to the terms and conditions thereof, to invest directly or indirectly the amounts set forth therein on the date on which the Closing should occur pursuant to the terms hereof and to which the Seller is an express third party beneficiary with the rights set forth therein (the “Equity Financing”). (b) The Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated, repudiated or rescinded or otherwise amended, supplemented or modified (or contemplated to be amended, supplemented or modified) in any respect. The Equity Commitment Letter, in the form delivered to the Seller, is a legal, valid and binding obligation of the Buyer and Sponsor, enforceable against such parties in accordance with its obligations and enforce its rights terms, except for the Enforceability Exceptions. There are no side letters or other agreements, contracts or arrangements relating to the Equity Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer under the Commitment Letters in a timely manner and shall not permit any amendment or modification theretoterm, or any waiver a failure of any provision or remedy thereunder, which would have the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder Equity Commitment Letter or delaying the Closing. If otherwise result in any portion of the financing Equity Financing contemplated thereby being unavailable on the date on which the Closing should occur pursuant to the terms hereof. Assuming the performance in all material respects by the Seller of its obligations under this Agreement and satisfaction of the closing conditions set forth in Section 6.1, the Buyer has no reason to believe that it or Sponsor would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letters (Letter required to be satisfied by it. No commitment fees or other fees are required to be paid to Sponsor under the “Equity Commitment Letter. There are no conditions precedent or other contingencies related to the funding or investing, if applicable, of the full amount of Equity Financing”) becomes unavailable on the terms and conditions contemplated , other than as expressly set forth in the Equity Commitment Letters, the Purchaser shall notify the Seller within two Letter. (2c) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver Buyer has delivered to the Seller and the Company true and complete copies of (i) the fully executed debt commitment letters (including all agreements exhibits, supplements, schedules and annexes thereto, as amended, supplemented, modified or waived from time to time after the date hereof in compliance with Section 4.22, the “Debt Commitment Letter”), from the Debt Financing Sources party thereto, and (ii) the executed fee letter (subject to any redactions as provided below) associated therewith (as amended, supplemented, modified or waived from time to time after the date hereof in compliance with Section 4.22, the “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Commitment Letters”), pursuant to which any such alternative source shall have which, upon the terms and subject to the conditions set forth therein, each of the Debt Financing Sources named therein has committed to provide debt financing to the Purchaser Buyer in the cash amounts set forth therein for purposes of funding the transactions contemplated hereby and thereby (the financing contemplated by the Debt Commitment Letter, the “Debt Financing”); provided, that the fee amounts, economic terms, pricing and “market flex” terms (if any) are permitted to be redacted from the Fee Letter in a customary manner for a transaction of this nature. (d) As of the date hereof, the Debt Commitment Letters are a legal, valid and binding obligation of the Buyer, and, to the Knowledge of the Buyer, the Debt Financing Sources named therein, enforceable in accordance with their terms against the Buyer and, to the Knowledge of the Buyer, the Debt Financing Sources named therein, and are in full force and effect, subject to Enforceability Exceptions. As of the date hereof, the Debt Commitment Letters have not been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified in any respect, and, to the Knowledge of the Buyer, no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification that would not be permitted by Section 4.22 is contemplated. As of the date hereof, no Debt Financing Source has notified the Buyer in writing of its intention to terminate any of the commitments under the Debt Commitment Letters or not to provide the Debt Financing on the Closing Date. The obligations of the Debt Financing Sources to fund the commitments under the Debt Commitment Letters are not subject to any conditions or contingencies other than as set forth in the Debt Commitment Letters. As of the date hereof, no event has occurred that (with or without notice, lapse of time or both) would constitute a breach or default under the Debt Commitment Letters by the Buyer, or a failure of any condition of the Debt Commitment Letters or otherwise result in any portion of the financing necessary Debt Financing contemplated thereby being unavailable on the date on which the Closing should occur pursuant to the terms hereof. As of the date hereof, the Buyer does not have any reason to believe that (i) it will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letters to be satisfied by it or (ii) the funding contemplated in the Debt Commitment Letters will not be provided or made available to the Buyer in order to consummate the Transactionstransactions contemplated by this Agreement. The Purchaser shall give Buyer has fully paid (or caused to be paid) any and all commitment fees or other fees (in each case, if any) incurred in connection with the Seller notice within two (2) Business Days of any material breach by any party Debt Commitment Letters that are due and payable thereunder on or prior to the Commitment Lettersdate of this Agreement. There are no side letters or other agreements, contracts, arrangements or understandings, whether written or oral, entered into by the Buyer or any termination of the Commitment Letters. The Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or indirectly, with any action that would result in a failure of any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, Debt Financing Source or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements other Person relating to the Financing that would materially and adversely affect Debt Financing, other than as set forth or delay contemplated in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.14. The Purchaser will provide to the Seller any modifications or amendments to the Debt Commitment Letters, or any material notices given in connection therewith, promptly but in any event within two (2) Business Days.

Commitment Letters. The Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would Recipient Parties have the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant delivered to the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller Contributing Parties true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion executed commitment letter, dated as of the date hereof by and among NRGY and the Financing Sources regarding the terms and conditions of the financing necessary to consummate be provided by such commitment letter attached hereto as Exhibit C (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the Transactions“NRGY Commitment Letters”). The Purchaser shall give NRGY Commitment Letters have been duly executed and delivered by NRGY and, assuming the Seller notice within two due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of NRGY enforceable against NRGY in accordance with their terms (2except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) Business Days of any material breach by any party and, to the Commitment Letters, or any termination knowledge of the NRGY GP are not subject to any conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the NRGY Commitment Letters. The Purchaser shall refrain (NRGY Commitment Letters have not been amended or modified prior to the date hereof and shall use its reasonable best efforts the respective commitments contained in the NRGY Commitment Letters have not been reduced, withdrawn or rescinded prior to cause its Affiliates the date hereof. As of the date hereof, the Recipient Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by NRGY under any term or condition of the NRGY Commitment Letters, and, as of the date hereof, the Recipient Parties have no reason to refrain) from taking, directly, believe that NRGY or indirectly, any action that would result in other party thereto will be unable to satisfy on a failure of timely basis any of the conditions contained in to the Debt Financing to be satisfied pursuant to the NRGY Commitment Letters. NRGY or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the NRGY Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach paid by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.14. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, promptly but in any event within two (2) Business Daysdate hereof.

Commitment Letters. The Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant to the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion of the financing necessary to consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by any party to the Commitment Letters, or any termination of the Commitment Letters. The Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or indirectly, any action that would result in a failure of any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.146.12. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, promptly but in any event within two (2) Business Days.

Commitment Letters. The Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant to the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion of the financing necessary to consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by any party to the Commitment Letters, or any termination of the Commitment Letters. The Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or indirectly, any action that would result in a failure of any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.146.13. The Purchaser will provide to the Seller any modifications or amendments to the Commitment Letters, or any material notices given in connection therewith, promptly but in any event within two (2) Business Days.