Common use of Debt Commitment Letter Clause in Contracts

Debt Commitment Letter. The Company has provided to Parent a true and complete copy of a fully executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived by inVentiv Group Holdings prior to the date of this Agreement, and the commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings and, to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no conditions precedent to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of inVentiv Group Holdings under the Debt Commitment Letter or, to the knowledge of the Company, any other party to the Debt Commitment Letter, and (B) other than as a result of the incurrence of the Best Efforts Debt Financing in lieu of the Committed Debt Financing, the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at the Closing to the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees required to be paid by it prior to the date of this Agreement pursuant to the Debt Commitment Letter or the Fee Letter.

Debt Commitment Letter. The Company As of the date of this Agreement, B▇▇▇▇ has provided delivered to Parent a true the Seller true, complete and complete copy correct copies of a (a) the fully executed commitment letter, including letter dated as of the date hereof (together with all annexes, exhibits, exhibits and schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of ) from the date hereof, entered into by and among inVentiv Group Holdings and the lenders Debt Financing Parties party thereto, thereto pursuant to which the lenders party thereto such Debt Financing Parties have agreed, on subject to the terms and subject to the conditions set forth thereinthereof, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein therein, and (b) all of the fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee amounts, securities demand, “Committed flex terms”, other economic terms and other provisions (including any dates related thereto) that are customarily redacted in connection with transactions of this type so long as no redaction covers terms that would reduce the amount of the Debt Financing below the amount required to satisfy the Necessary Financing Amount or adversely affects the conditionality, enforceability, availability or termination of the Debt Financing”). The debt financing contemplated by the Debt Commitment Letter has not been amended, restated or otherwise modified or waived by inVentiv Group Holdings prior (including any debt securities issued as contemplated thereby) is collectively referred to in this Agreement as the “Debt Financing.” As of the date of this Agreement, and the commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Debt Commitment Letter (i) is in full force and effect and constitutes the is a legal, valid valid, binding and binding enforceable obligation of inVentiv Group Holdings Buyer and, to the knowledge of the CompanyBuyer, the other parties theretoDebt Financing Parties, as applicable, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar Laws affecting the enforceability of creditors’ rights generallygenerally and general principles of equity, general equitable principles and the discretion of courts (ii) has not been withdrawn or terminated or otherwise amended or modified in granting equitable remediesany respect, and no amendment or modification thereof is contemplated. There are no conditions precedent Buyer has fully paid (or caused to the funding be paid) any and all commitment fees and other fees required by the incremental lenders terms of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of to be paid on or prior to the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as As of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse none of time or both would constitute a default) on the part of inVentiv Group Holdings under the Debt Commitment Letter Buyer or, to the knowledge of the CompanyBuyer, any other party to Debt Financing Party is in default or breach of any of the Debt Commitment Letter, . As of the date of this Agreement and assuming (A) the accuracy of the representations and warranties of Seller and the Company contained in this Agreement are true in all material respects and (B) other than as a result all of the incurrence of conditions to Buyer’s obligations to consummate the Best Efforts Debt Financing in lieu of the Committed Debt Financingtransactions contemplated by this Agreement shall be satisfied, the Company does not have any Buyer has no reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at to fund the aggregate consideration payable by Buyer on the Closing Date pursuant to the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent Article I hereof, all expenses and its subsidiaries under the Existing Parent Credit Facility (all other than unasserted contingent obligations fees, costs and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees expenses required to be paid by it prior or on behalf of Buyer Related Parties at the Closing (the “Necessary Financing Amount”). Buyer acknowledges and agrees that, notwithstanding anything to the date of contrary in this Agreement pursuant to Agreement, the Debt Commitment Letter or any other Ancillary Document, in no event shall the Fee Letteravailability or obtaining of all or any portion of the Debt Financing or any other financing to or by Buyer or any of its Affiliates or any other Person be a condition to any of Buyer’s obligations under this Agreement, and Buyer shall consummate the transactions contemplated by this Agreement irrespective and independently of the availability or obtaining of all or any portion of the Debt Financing or any other financing by any Person.

Debt Commitment Letter. The Company has provided to Parent a true and complete copy of a fully executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as As of the date hereof, entered into by Acquiror has provided the NESCO Owner with a true, correct and among inVentiv Group Holdings and complete copy of the lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”)Commitment Letter. The Debt Commitment Letter has been duly authorized and executed by Acquiror (and, to the knowledge of Acquiror, the other parties thereto). As of the date hereof, the Debt Commitment Letter has not been amended, restated amended or otherwise modified or waived by inVentiv Group Holdings prior to the date of this Agreement, and the commitments contained in the Debt Commitment Letter have not been withdrawn, modified withdrawn or rescinded in any respect prior to the date of this Agreementrespect. As of the date hereof, the Debt Commitment Letter is (a) is, to the knowledge of Acquiror, in full force and effect and (b) constitutes the legal, valid and binding obligation of inVentiv Group Holdings andAcquiror, and to the knowledge of the CompanyAcquiror, the other parties thereto, subject to applicable in each case, enforceable by Acquiror against each such counterparty in accordance with its terms; provided, that the enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other similar Laws laws of general applicability relating to or affecting the enforceability of creditors’ rights generallyand to general principles of equity. As of the date hereof, general equitable principles no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Commitment Letter on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other parties thereto. As of the date hereof and subject to the discretion satisfaction of courts the conditions set forth in granting equitable remediesArticle X, Acquiror does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Acquiror on the Closing Date. There are no Subject to payment of fees set forth therein, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to Acquiror on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Acquiror or any of its Affiliates is a party related to the funding by the incremental lenders or investing, as applicable, of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and any customary engagement letter and non-disclosure agreements that do not impact the Existing Company Term Loan Agreement, and, as conditionality or amount of the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of inVentiv Group Holdings under the Debt Commitment Letter or, to the knowledge of the Company, any other party to the Debt Commitment Letter, and (B) other than as a result of the incurrence of the Best Efforts Debt Financing in lieu of the Committed Debt Financing, the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at the Closing to the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees required to be paid by it prior to the date of this Agreement pursuant to the Debt Commitment Letter or the Fee Letter.

Debt Commitment Letter. The Company has provided (a) Parent and Purchaser shall each use its, and shall cause its Subsidiaries to Parent a true use their, reasonable best efforts to take, or cause to be taken, all actions and complete copy of a fully executed commitment letterto do, including or cause to be done, all annexesthings necessary, exhibitsproper or advisable to arrange, schedules obtain and other attachments thereto (consummate the “Debt Commitment Letter”), dated Financing as of promptly as practicable and no later than the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreed, Closing Date on the terms and subject to only on the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived by inVentiv Group Holdings prior to the date of this Agreement, and the commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings and, to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no conditions precedent to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter, including using reasonable best efforts to (i) comply with the terms and conditions of and maintain in full force and effect the Debt Commitment Letter in the form provided to the Sellers and the Existing Company Term Loan Agreementconcurrently with the execution of this Agreement (except for amendments, andrestatements, replacements, supplements, terminations and other modifications and waivers not prohibited by the terms thereof or this Section 6.15), (ii) promptly negotiate, execute and deliver Definitive Debt Financing Agreements, and (iii) satisfy on a timely basis (except to the extent that Purchaser has obtained the waiver thereof) all conditions to the obligations of the Debt Financing Sources to fund the full amount of the Debt Financing at the Closing that are to be satisfied by Purchaser in order to consummate the Debt Financing on or prior to the Closing Date. (b) Purchaser shall not permit, consent to, enter into or otherwise agree to (i) any amendment, restatement, replacement, supplement, termination or other modification or waiver under, the Debt Commitment Letter or the Debt Fee Letters without the prior written consent of the Sellers’ Representative, if such amendment, restatement, supplement, termination, modification or waiver would (A) impose or permit the imposition of any new, modified or additional condition precedent to, or permit the modification of any existing condition precedent to, the funding of the Debt Financing or impair, delay, or prevent the availability of all or any portion of the Debt Financing, (B) delay the consummation of the transactions contemplated by this Agreement at the Closing, (C) adversely impact the ability of Parent or Purchaser to enforce its rights under the Debt Commitment Letter or to consummate the transactions contemplated by this Agreement or (D) reduce the aggregate cash amount of the Debt Financing (including by increasing the amount of the fees to be paid or original issue discount to be offered in connection with the consummation of the Debt Financing (except in accordance with the “market flex” provisions set forth in the Debt Commitment Letter as of the date hereof)) to an amount below an amount that would permit the Purchaser to pay the Required Amount as of the Closing; provided that, there are no side letters or other contracts or arrangements related subject to the Committed Debt Financing other than limitations set forth in this Section 6.15, Purchaser may amend the Debt Commitment Letter, Letter to add lenders or other financial institutions that had not executed the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, Commitment Letter as of the date of this Agreement. Parent and/or Purchaser shall promptly (and in any event, within five (A5) no event has occurred Business Days following the execution thereof) furnish to the Company and Sellers’ Representative correct and executed copies of any amendment, restatement, replacement, supplement, modification, waiver or consent of or relating to the Debt Commitment Letters and the Debt Fee Letters and any other fee letters entered into in connection with the Debt Financing (which would constitute may be Customarily Redacted as if such letters were Debt Fee Letters). Upon the reasonable request of the Company, Parent shall keep the Sellers’ Representative and the Company informed, on a breach reasonably current basis in reasonable detail, of the status of its efforts to arrange and consummate the Debt Financing and of all material developments in respect thereof. For purposes of this Agreement (other than with respect to representations in this Agreement made by Purchaser that speak as of the date of this Agreement), references to (i) the “Financing” or default (or an event which with notice or lapse of time or both would constitute a default) on “Debt Financing” will include the part of inVentiv Group Holdings under financing contemplated by the Debt Commitment Letter oras permitted by this Section 6.15 to be amended, to the knowledge of the Companyrestated, replaced, supplemented or otherwise modified or waived (including any other party to the Alternative Financing) and (ii) “Debt Commitment Letter” and the “Debt Fee Letters” shall include each such document, and as applicable, as amended, restated, replaced, supplemented or otherwise modified or waived (Bincluding any Alternative Financing Commitment Letter) other than as a result of the incurrence of the Best Efforts Debt Financing in lieu of the Committed Debt Financing, the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing extent such amendment, restatement, replacement, supplement, other modification or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” waiver was expressly permitted under the Existing Company Term Loan Agreementthis Section 6.15, in each casecase from and after the date such expressly permitted amendment, to be satisfied or complied with by inVentiv Group Holdingsrestatement, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at the Closing to the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees replacement, supplement or other fees required to be paid by it prior to the date of this Agreement pursuant to the Debt Commitment Letter modification or the Fee Letterwaiver.

Debt Commitment Letter. The Company Buyer has provided delivered to Parent the Seller a true and complete copy of a fully the executed commitment letter, including all annexes, exhibits, schedules letter from Deutsche Bank Trust Company Americas and other attachments thereto Deutsche Bank Securities Inc. (the “Debt Commitment Letter”), dated as of the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreedwhich, on the terms and subject to the terms and conditions set forth thereof, certain lenders and their affiliates have committed to provide and arrange the financings described therein, the proceeds of which may be used to provide inVentiv Group Holdings with debt financing in consummate the amounts set forth therein purchase of the Shares and the other transactions contemplated by this Agreement (the “Committed Debt Financing”). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived by inVentiv Group Holdings prior to the date of this Agreement, and the commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings and, to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no conditions precedent to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (Ai) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of inVentiv Group Holdings under the Debt Commitment Letter orLetter, in the form so delivered, is (A) a valid and binding obligation of the Buyer and, to the knowledge of the CompanyBuyer, the other parties thereto and (B) valid and in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any other party respect and (ii) Buyer is not in breach of any of the terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth in the Debt Commitment Letter. As of the date of this Agreement, subject to the accuracy of the representations and warranties set forth in Section 3.1 hereof, and the satisfaction of the conditions set forth in Section 5.1(a)(i) and (ii) hereof, Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term of condition of closing to be satisfied by it set forth in the Debt Commitment Letter prior to or on the Closing Date. Assuming the funding of the Debt Financing in accordance with the Debt Commitment Letter, and (B) other than as a result the proceeds from such Debt Financing constitute all of the incurrence financing required for the consummation of the Best Efforts transactions contemplated by this Agreement and, together with the funds in the Trust Fund (of not less than $220 million and not more than $245 million), are sufficient for the satisfaction of all of Buyer’s obligations under this Agreement, including the payment of the Purchase Price (and any fees and expenses of or payable by Buyer). All of the conditions precedent to the obligations of the lenders under the Debt Commitment Letter to make the Debt Financing available to Buyer are set forth in lieu the Debt Commitment Letter. Notwithstanding anything in this Agreement to the contrary, the Debt Commitment Letter may be amended, modified or supplemented after the date hereof but prior to the Closing; provided that the terms thereof shall not (i) reduce the aggregate amount of the Committed Debt Financing, the Company does not have any reason to believe that any of (ii) expand upon the conditions precedent to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under set forth in the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at the Closing Commitment Letter delivered to the extent necessary to permit inVentiv Group Holdings to effect (either directly Seller at or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees required to be paid by it prior to the date of this Agreement pursuant hereof in any respect that would reasonably be expected to make such conditions less likely to be satisfied, or (iii) reasonably be expected to delay the Debt Commitment Letter or the Fee LetterClosing.

Debt Commitment Letter. The Company has provided If, at any time after the date of this Agreement, the PropCo Buyer does not have unrestricted cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit sufficient to Parent a true pay (a) the Transfer Sub Membership Interest Purchase Price and complete copy all other necessary fees, expenses and other amounts payable by the PropCo Buyer in connection with the consummation of a fully the Transactions and (b) the amount required to pay the purchase price and any related fees and expenses in connection with any executed acquisition transactions pending as of the date of this Agreement (collectively, the “PropCo Buyer Required Amount”), Seller may request in writing that PropCo Buyer obtain an executed commitment letterletter from one or more financing sources pursuant to which they have committed, including all annexessubject solely to the terms and conditions therein (which terms and conditions shall be reasonably acceptable to the Seller), exhibitsto provide, schedules and or cause to be provided, the PropCo Buyer with debt financing in an amount sufficient, when taken together with unrestricted cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreement or other attachments thereto lines of credit, to fund the PropCo Buyer Required Amount (the a “Debt Commitment Letter”), dated as of ; provided that the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant PropCo Buyer shall not be obligated to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”). The obtain a Debt Commitment Letter has not been amendedin an amount greater than the Transfer Sub Membership Interest Purchase Price if the sole use of proceeds for such Debt Commitment Letter is the payment of the Transfer Sub Membership Interest Purchase Price. Upon receiving such written request, restated or otherwise modified or waived by inVentiv Group Holdings prior to the date PropCo Buyer shall obtain a Debt Commitment Letter within twenty-eight (28) days of this Agreement, and the commitments contained in PropCo Buyer’s receipt of such written request. The PropCo Buyer shall promptly after receipt of the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior provide to the date Seller true, correct and complete copies of this Agreement. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings and, to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no conditions precedent to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided . Unless otherwise agreed by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunderSeller expressly in writing, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of inVentiv Group Holdings under the any Debt Commitment Letter or, to shall remain in place on the knowledge of the Company, any other party to the Debt Commitment Letter, and (B) other than as a result of the incurrence of the Best Efforts Debt Financing in lieu of the Committed Debt Financing, the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at committed terms until the Closing to Date. For the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full avoidance of doubt, the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized Seller to cooperate in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees required connection with any Financing as set forth in Section 6.18 shall apply to be paid by it prior to the date of this Agreement pursuant to the any Debt Commitment Letter requested by Seller pursuant to this Section 6.28. Notwithstanding the foregoing, in the event that PropCo Buyer receives any written request from Seller pursuant to this Section 6.28 and PropCo Buyer is subsequently able to reasonably demonstrate to Seller that it has sufficient cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit in amount equal to or greater than the Fee LetterPropCo Buyer Required Amount, then the Seller’s request shall be automatically be deemed to have been fulfilled and all of PropCo Buyer’s obligations pursuant to this Section 6.28 shall automatically be deemed to be satisfied.

Debt Commitment Letter. The Company (a) Concurrently with the execution of this Agreement, the Buyer has provided delivered to Parent the Seller a true and complete copy of a fully duly executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and . The Debt Commitment Letter is not subject to the any conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts or other similar contingencies other than as expressly set forth therein that would permit the Debt Financing Parties to reduce the aggregate principal amount of the Debt Financing below an amount necessary to consummate the transactions contemplated hereby, including any condition relating to the amount or availability of the Debt Financing pursuant to any “flex” provision, and not redacted in the version provided to the Seller, is in full force and effect, and, to the Knowledge of the Buyer, represents a legal, valid and binding obligation of the Debt Financing Sources, Enforceable, to the Knowledge of the Buyer, against the Debt Financing Sources in accordance with its terms, and no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Debt Commitment Letter. (the “Committed Debt Financing”). b) The Debt Commitment Letter has not been amended, restated supplemented or otherwise modified modified, and no provision thereof has been waived, to the Knowledge of the Buyer, no such amendment, restatement, supplement, modification or waived by inVentiv Group Holdings prior waiver is contemplated or pending (other than to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letter as of the date of this Agreement), and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified terminated or rescinded in any respect prior to the date of this Agreement. As of the date hereofrespect, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings and, to the knowledge of the CompanyBuyer, the other parties theretono such withdrawal, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remediestermination or rescission is contemplated. There are no conditions precedent side letters or other contracts or arrangements related to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of the date hereof, there are no side letters or other contracts or arrangements related delivered to the Committed Debt Financing other than Seller. Assuming the Debt Commitment Letterconditions set forth in ‎Article VI are satisfied at the Closing, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been aggregate proceeds contemplated to be provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of inVentiv Group Holdings under the Debt Commitment Letter or, will be sufficient when funded for Buyer to the knowledge pay and satisfy in full (i) its obligations pursuant to Section 2.04 and (ii) all fees and expenses and other obligations of the Company, any other party to Buyer and its Affiliates in connection with this Agreement and the Debt Commitment Letter, . (c) All commitments and (B) other than as a result of fees required to be paid under the incurrence of Debt Commitment Letter prior to the Best Efforts Debt Financing date hereof have been paid in lieu of full. Assuming the Committed Debt Financingconditions set forth in Article VI are satisfied at the Closing, the Company does not have any Buyer has no reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed full amount of the Debt Financing will not be available at to the Buyer on the Closing to the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees required to be paid by it prior to the date of this Agreement pursuant to the Debt Commitment Letter or the Fee LetterDate.

Debt Commitment Letter. The Company has provided to Parent a true and complete copy of a fully executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”). The Debt Commitment Letter has not been amended, restated On or otherwise modified or waived by inVentiv Group Holdings prior to the date of this Agreement, ▇▇▇▇▇ has delivered to the Company the fully executed Debt Commitment Letter. As of the date of this Agreement, (x) the Debt Commitment Letter is in full force and effect and has not been repudiated, rescinded, withdrawn or terminated or amended, restated, amended and restated, supplemented or modified in any respect, (y) no waiver or consent has been granted thereunder, and (z) to the knowledge of Buyer no such repudiation, rescission, withdrawal or termination is contemplated. As of the date of this Agreement, the commitments contained in the Debt Commitment Letter have not been withdrawn, modified terminated or rescinded in any respect prior to way. As of the date of this Agreement. As of the date hereof, the Debt Commitment Letter is in full force has been duly executed by ▇▇▇▇▇ and, to the knowledge of Buyer, the other parties thereto and effect and the Debt Commitment Letter constitutes the legal, valid and binding obligation of inVentiv Group Holdings Buyer and, to the knowledge of the CompanyBuyer, the other parties thereto and is enforceable in accordance with its terms against each party thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remediesEnforceability Exceptions. There are no conditions precedent to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as As of the date hereofof this Agreement, there are no side letters ▇▇▇▇▇ has fully paid any and all commitment fees or other contracts fees due on or arrangements related prior to the Committed Debt Financing other than date hereof in connection with the Debt Commitment Letter, . Except for the fee letter for relating to the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by to the Company to Parent) (Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “Fee Letter”) and flex” provisions specified in the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (may have been redacted in a customary manner so long as no such redaction covers terms that affect the “Best Efforts Fee Letter”) executed by both Parent and conditionality, enforceability or availability of the Company relating to full amount of the Best Efforts Debt Financing. Assuming that Financing on the representations and warranties Closing Date or otherwise limit, prevent, impede or delay the consummation of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3Debt Financing on the Closing Date), as of the date of this Agreement, there are no other agreements, side letters, or arrangements relating to the Debt Financing that affect the conditionality, enforceability or availability of the Debt Financing on the Closing Date in an amount sufficient, when combined with the aggregate amount of available cash or other sources of liquidity, to fund the Required Uses, other than as expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, Buyer has made a LCT Election (Aas defined in the Buyer Credit Agreement) and has capacity to incur the Debt Financing as Incremental Term Loans (as defined in the Buyer Credit Agreement). As of the date of this Agreement, no event has occurred which would constitute a breach which, with or default (or an event which with notice or without notice, lapse of time or both both, would constitute a default) failure of any condition to the funding of the Debt Financing on the part Closing Date or result in any portion of inVentiv Group Holdings under the Debt Financing being unavailable on the Closing Date. As of the date of this Agreement, ▇▇▇▇▇ has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to the funding of the Debt Financing on the Closing Date required to be satisfied by it and contained in the Debt Commitment Letter. The proceeds from the Debt Financing (both before and after giving full effect to the exercise of any “flex” provisions) when funded in accordance with, and in the aggregate amount to be provided under, the Debt Commitment Letter orand when combined with the aggregate amount of available cash and other sources of liquidity, to will be sufficient to, without duplication, (i) make the knowledge of the Companypayments contemplated by clauses (a), any other party to the Debt Commitment Letter(b), (c) and (Bd) other than as a result of the incurrence of the Best Efforts Debt Financing in lieu of the Committed Debt Financing, the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available Section 2.4.1 at the Closing to the extent necessary to permit inVentiv Group Holdings to effect Closing, (either directly or by providing sufficient funds to Parentii) the payment pay in full of the obligations of Parent cash any and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations all fees and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees expenses required to be paid by it prior to ▇▇▇▇▇ and its Affiliates in connection with the date of transactions contemplated by this Agreement and the other Transaction Documents at the Closing, and (iii) consummate the transactions contemplated by this Agreement and perform Buyer’s obligations hereunder at the Closing (the “Required Uses”). Buyer’s obligations under this Agreement, including to consummate the transactions to be consummated pursuant to this Agreement, are not in any way contingent upon or otherwise subject to Buyer’s or any other Person’s (including, for the Debt Commitment Letter avoidance of doubt, the Company or the Fee Letterany of its Subsidiaries) ability to obtain financing.

Debt Commitment Letter. The Company has provided to Parent a A true and complete copy of a the fully executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”). The Debt Commitment Letter as in effect on the date hereof has not been amended, restated or otherwise modified or waived by inVentiv Group Holdings prior provided to the date of this Agreement, Company. Parent has fully paid any and the commitments contained in all commitment or other fees required by the Debt Commitment Letter have not been withdrawn, modified to be paid on or rescinded in any respect prior to before the date of this Agreementhereof. As of the date hereof, the Debt Commitment Letter is valid and in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings enforceable against Parent and, to the knowledge of the CompanyParent, the each other parties party thereto, subject to applicable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and or other similar Laws laws affecting the enforceability of creditors’ rights generally, generally and the exercise of judicial discretion in accordance with general equitable principles and principles. As of the discretion of courts in granting equitable remedies. There date hereof, there are no conditions precedent or other contingencies related to the funding Financing as contemplated by the incremental lenders of the full amount of the Committed Debt Financing Commitment Letter, other than as expressly set forth in the Debt Commitment Letter (such conditions, the “Financing Conditions”), and none of the commitments contained in the Debt Commitment Letter have been withdrawn or rescinded in any respect. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Financing or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter and the Existing Company Term Loan fee letters and engagement letters related thereto. Neither such fee letters nor such engagement letters contain any term or condition that could affect the initial funding of the Financing or the availability of the Financing. The aggregate proceeds of the Financing contemplated by the Debt Commitment Letter, together with the available cash on hand at Parent on the Closing Date, will be sufficient for Merger Sub and the Surviving Corporation to make all Closing Date Payments and to pay all fees and expenses required to be paid by Parent or Merger Sub in connection with the transactions contemplated by this Agreement, and, as . As of the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which neither Parent nor Merger Sub has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of inVentiv Group Holdings under the Debt Commitment Letter or, to the knowledge of the Company, any other party to the Debt Commitment Letter, and (B) other than as a result of the incurrence of the Best Efforts Debt Financing in lieu of the Committed Debt Financing, the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at to Parent and Merger Sub on the Closing to the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees required to be paid by it prior to the date of this Agreement pursuant to the Debt Commitment Letter or the Fee LetterDate.