Common use of Debt Commitment Letter Clause in Contracts

Debt Commitment Letter. On or 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of the date of this Agreement, (x) the Debt Commitment Letter is in full force and effect and has not been repudiated, rescinded, withdrawn or terminated or amended, restated, amended and restated, supplemented or modified in any respect, (y) no waiver or consent has been granted thereunder, and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 As of the date of this Agreement, the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any way. As of the date of this Agreement, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ and, to the knowledge of Buyer, the other parties thereto and the Debt Commitment Letter constitutes the legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto and is enforceable in accordance with its terms against each party thereto, subject to the Enforceability Exceptions. As of the date of this Agreement, ▇▇▇▇▇ has fully paid any and all commitment fees or other fees due on or prior to the date hereof in connection with the Debt Commitment Letter. Except for the fee letter relating to the Debt Financing (a true and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt 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 (as 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, with or without notice, lapse of time or both, would constitute a failure of any condition to the funding of the Debt Financing on the Closing Date or result in any portion of 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 and when combined with the aggregate amount of available cash and other sources of liquidity, will be sufficient to, without duplication, (i) make the payments contemplated by clauses (a), (b), (c) and (d) of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates in connection with the 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 avoidance of doubt, the Company or any of its Subsidiaries) ability to obtain financing.

Debt Commitment Letter. On or prior to the date A true and complete copy of this Agreement, ▇▇▇▇▇ has delivered to the Company the fully executed Debt Commitment Letter. As of Letter as in effect on 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 hereof has been granted thereunder, and (z) provided to the knowledge of Buyer no such repudiation, rescission, withdrawal or termination is contemplatedCompany. As of the date of this Agreement, the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any way. As of the date of this Agreement, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ and, to the knowledge of Buyer, the other parties thereto and the Debt Commitment Letter constitutes the legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto and is enforceable in accordance with its terms against each party thereto, subject to the Enforceability Exceptions. As of the date of this Agreement, ▇▇▇▇▇ Parent has fully paid any and all commitment fees or other fees due required by the Debt Commitment Letter to be paid on or prior before the date hereof. As of the date hereof, the Debt Commitment Letter is valid and in full force and effect and enforceable against Parent and, to the knowledge of Parent, each other party thereto, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. As of the date hereof in connection with hereof, there are no conditions precedent or other contingencies related to the Financing as contemplated by the Debt Commitment Letter. Except for the fee letter relating to the Debt Financing (a true and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt 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 Letter (such conditions, the “Financing Conditions”), and none of the date of this Agreement, Buyer has made a LCT Election (as 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, with or without notice, lapse of time or both, would constitute a failure of any condition to the funding of the Debt Financing on the Closing Date or result in any portion of 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 commitments contained in the Debt Commitment LetterLetter have been withdrawn or rescinded in any respect. The proceeds from the Debt Financing (both before and after giving full effect Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the exercise of any “flex” provisions) when funded Financing or transactions contemplated by this Agreement, other than as set forth in accordance with, and in the aggregate amount to be provided under, the Debt Commitment Letter and when combined the 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 aggregate amount of available cash and other sources of liquidityon hand at Parent on the Closing Date, will be sufficient to, without duplication, (i) for Merger Sub and the Surviving Corporation to make the payments contemplated by clauses (a), (b), (c) all Closing Date Payments and (d) of Section 2.4.1 at the Closing, (ii) to pay in cash any and all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates Parent or Merger Sub in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent and the other Transaction Documents at the Closing, and (iii) consummate the transactions contemplated by this Agreement and perform Buyer’s obligations hereunder at Merger Sub on 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 avoidance of doubt, the Company or any of its Subsidiaries) ability to obtain financingDate.

Debt Commitment Letter. On or 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, (xa) the Debt Commitment Letter is in full force Parent 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 thereunderPurchaser shall each use its, and (z) shall cause its Subsidiaries to the knowledge of Buyer no such repudiationuse their, rescissionreasonable best efforts to take, withdrawal or termination is contemplated. As of the date of this Agreementcause to be taken, the commitments contained in the Debt Commitment Letter have not been withdrawnall actions and to do, terminated or rescinded in any way. As of the date of this Agreementcause to be done, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ andall things necessary, proper or advisable to the knowledge of Buyerarrange, the other parties thereto obtain and the Debt Commitment Letter constitutes the legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto and is enforceable in accordance with its terms against each party thereto, subject to the Enforceability Exceptions. As of the date of this Agreement, ▇▇▇▇▇ has fully paid any and all commitment fees or other fees due on or prior to the date hereof in connection with the Debt Commitment Letter. Except for the fee letter relating to consummate the Debt Financing (a true as promptly as practicable and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on later than the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt 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 terms and subject only 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 conditions expressly set forth in the Debt Commitment Letter. As , including using reasonable best efforts to (i) comply with the terms and conditions of and maintain in full force and effect the date Debt Commitment Letter in the form provided to the Sellers and the Company concurrently with the execution of this AgreementAgreement (except for amendments, Buyer restatements, 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 made a LCT Election (as defined in obtained the Buyer Credit Agreementwaiver thereof) and has capacity all conditions to incur the obligations of the Debt Financing as Incremental Term Loans (as defined in Sources to fund the Buyer Credit Agreement). As full amount of the date 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 this Agreementthe Sellers’ Representative, no event has occurred whichif such amendment, with restatement, supplement, termination, modification or without notice, lapse of time waiver would (A) impose or both, would constitute a failure permit the imposition of any new, modified or additional condition to precedent to, or permit the modification of any existing condition precedent to, the funding of the Debt Financing on or impair, delay, or prevent the Closing Date availability of all or result in any portion of 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 and when combined with the aggregate amount of available cash and other sources of liquidity, will be sufficient to, without duplicationFinancing, (iB) make delay the payments contemplated by clauses (a), (b), (c) and (d) consummation of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates in connection with the transactions contemplated by this Agreement and the other Transaction Documents at the Closing, and (iiiC) 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 and perform Buyer’s obligations hereunder at or (D) reduce the Closing 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 Uses”Amount as of the Closing; provided that, subject to the limitations set forth in this Section 6.15, Purchaser may amend the Debt Commitment Letter to add lenders or other financial institutions that had not executed the Debt Commitment Letter as of the date of this Agreement. Parent and/or Purchaser shall promptly (and in any event, within five (5) 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 may be Customarily Redacted as if such letters were Debt Fee Letters). Buyer’s obligations Upon the reasonable request of the Company, Parent shall keep the Sellers’ Representative and the Company informed, on a 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 “Debt Financing” will include the financing contemplated by the Debt Commitment Letter as permitted by this Section 6.15 to be amended, restated, replaced, supplemented or otherwise modified or waived (including any Alternative Financing) and (ii) “Debt Commitment Letter” and the “Debt Fee Letters” shall include each such document, as applicable, as amended, restated, replaced, supplemented or otherwise modified or waived (including any Alternative Financing Commitment Letter) to the extent such amendment, restatement, replacement, supplement, other modification or waiver was expressly permitted under this AgreementSection 6.15, including to consummate in each case from and after the transactions to be consummated pursuant to this Agreementdate such expressly permitted amendment, are not in any way contingent upon restatement, replacement, supplement or otherwise subject to Buyer’s other modification or any other Person’s (including, for the avoidance of doubt, the Company or any of its Subsidiaries) ability to obtain financingwaiver.

Debt Commitment Letter. On or prior to the date of this Agreement, ▇▇▇▇▇ Buyer has delivered to the Seller a true and complete copy of the executed commitment letter from Deutsche Bank Trust Company Americas and Deutsche Bank Securities Inc. (the fully executed “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, certain lenders and their affiliates have committed to provide and arrange the financings described therein, the proceeds of which may be used to consummate the purchase of the Shares and the other transactions contemplated by this Agreement (the “Debt Financing”). As of the date of this Agreement, (xi) the Debt Commitment Letter Letter, in the form so delivered, is (A) a valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto and (B) valid and in full force and effect and has not been repudiated, rescinded, withdrawn or terminated or amended, restated, otherwise amended and restated, supplemented or modified in any respect, (y) no waiver or consent has been granted thereunder, respect and (zii) to the knowledge Buyer is not in breach of Buyer no such repudiation, rescission, withdrawal or termination is contemplated. As any of the date of this Agreement, the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated terms or rescinded in any way. As of the date of this Agreement, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ and, to the knowledge of Buyer, the other parties thereto and the Debt Commitment Letter constitutes the legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto and is enforceable in accordance with its terms against each party thereto, subject to the Enforceability Exceptions. As of the date of this Agreement, ▇▇▇▇▇ has fully paid any and all commitment fees or other fees due on or prior to the date hereof in connection with the Debt Commitment Letter. Except for the fee letter relating to the Debt Financing (a true and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt 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 conditions set forth in the Debt Commitment Letter. As of the date of this Agreement, Buyer has made a LCT Election (as defined in the Buyer Credit Agreement) therein 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, with or without notice, lapse of time or both, would could reasonably be expected to constitute a breach or failure of any to satisfy a condition to the funding of precedent set forth in the Debt Financing on the Closing Date or result in any portion of the Debt Financing being unavailable on the Closing DateCommitment 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 condition to on the Closing Date. Assuming the funding of the Debt Financing on the Closing Date required to be satisfied by it and contained in accordance with the Debt Commitment Letter. The , the proceeds from the such Debt Financing (both before and after giving full effect to constitute all of the exercise financing required for the consummation of any “flex” provisions) when funded in accordance with, and in the aggregate amount to be provided under, the Debt Commitment Letter and when combined with the aggregate amount of available cash and other sources of liquidity, will be sufficient to, without duplication, (i) make the payments contemplated by clauses (a), (b), (c) and (d) of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates in connection with the 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 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”). 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 consummate the transactions obligations of the lenders under the Debt Commitment Letter to make the Debt Financing available to Buyer are set forth in 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 Debt Financing, (ii) expand upon the conditions precedent to the Debt Financing as set forth in the Debt Commitment Letter delivered to the Seller at or prior to the date hereof in any respect that would reasonably be expected to make such conditions less likely to be consummated pursuant satisfied, or (iii) reasonably be expected to this Agreement, are not in any way contingent upon or otherwise subject to Buyer’s or any other Person’s (including, for delay the avoidance of doubt, the Company or any of its Subsidiaries) ability to obtain financingClosing.

Debt Commitment Letter. On 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, ▇▇▇▇▇ 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, terminated modified or rescinded in any wayrespect prior to the date of this Agreement. As of the date of this Agreementhereof, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ and, to the knowledge of Buyer, the other parties thereto is in full force and the Debt Commitment Letter effect and constitutes the legal, valid and binding obligation of Buyer inVentiv Group Holdings and, to the knowledge of Buyerthe Company, 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 Exceptionsenforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. As 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 of this Agreementhereof, ▇▇▇▇▇ has fully paid any and all commitment fees there are no side letters or other fees due on contracts or prior arrangements related to the date hereof in connection with Committed Debt Financing other than the Debt Commitment Letter. Except for , the fee letter relating to 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 CompanyBest Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, provided that solely in each case, to the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt Financing on the Closing Date)extent required by Section 6.3, as of the date of this Agreement, there are (A) no other agreementsevent 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, side letters, or arrangements relating to the Debt Financing that affect the conditionality, enforceability or availability knowledge of the Debt Financing on the Closing Date in an amount sufficientCompany, when combined with the aggregate amount of available cash or any other sources of liquidity, party to fund the Required Uses, other than as expressly set forth in the Debt Commitment Letter. As , and (B) other than as a result of the date incurrence of this Agreement, Buyer has made a LCT Election (as defined in the Buyer Credit Agreement) and has capacity to incur the Best Efforts Debt Financing as Incremental Term Loans (as defined in the Buyer Credit Agreement). As lieu of the date of this AgreementCommitted Debt Financing, no event has occurred which, with or without notice, lapse of time or both, would constitute a failure of the Company does not have any condition to the funding of the Debt Financing on the Closing Date or result in any portion of 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 of the conditions to the funding Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing on as an “Incremental Term Facility” under the Closing Date required Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by it 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 contained 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 Debt Commitment Lettermanner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). 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 and when combined with the aggregate amount of available cash and inVentiv Group Holdings has fully paid all commitment fees or other sources of liquidity, will be sufficient to, without duplication, (i) make the payments contemplated by clauses (a), (b), (c) and (d) of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates in connection with it prior to the transactions contemplated by date of 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 the Debt Commitment Letter or otherwise subject to Buyer’s or any other Person’s (including, for the avoidance of doubt, the Company or any of its Subsidiaries) ability to obtain financingFee Letter.

Debt Commitment Letter. On or prior to As of the date hereof, Acquiror has provided the NESCO Owner with a true, correct and complete copy of this Agreement, ▇▇▇▇▇ has delivered to the Company the fully executed Debt 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 of this Agreementhereof, (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, terminated withdrawn or rescinded in any wayrespect. As of the date of this Agreementhereof, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ and(a) is, to the knowledge of BuyerAcquiror, the other parties thereto in full force and the Debt Commitment Letter effect and (b) constitutes the legal, valid and binding obligation of Buyer andAcquiror, and to the knowledge of BuyerAcquiror, the other parties thereto and is thereto, in each case, enforceable by Acquiror against each such counterparty in accordance with its terms against each party theretoterms; provided, subject that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights and to general principles of equity. As of the date of this Agreement, ▇▇▇▇▇ has fully paid any and all commitment fees or other fees due on or prior to the date hereof in connection with the Debt Commitment Letter. Except for the fee letter relating to the Debt Financing (a true and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt 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 (as 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 Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a failure default or breach under the Debt Commitment Letter on the part of any condition Acquiror or its Subsidiaries or, to the funding knowledge of Acquiror, any other parties thereto. As of the date hereof and subject to the satisfaction of the conditions set forth in Article X, Acquiror does not have any reason to believe that any of the conditions to the Debt Financing on the Closing Date will not be satisfied or result in any portion of that the Debt Financing being unavailable will not be available to Acquiror on the Closing Date. As Subject to payment 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 underfees set forth therein, the Debt Commitment Letter and when combined with contains all of the aggregate amount conditions precedent to the obligations of available cash and other sources of liquidity, will be sufficient to, without duplication, (i) the parties thereunder to make the payments contemplated by clauses (a)Debt Financing available to Acquiror on the terms therein. As of the date hereof, (b)there are no side letters or other agreements, (c) and (d) of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required contracts or arrangements to be paid by ▇▇▇▇▇ and its Affiliates in connection with the 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 avoidance of doubt, the Company which Acquiror or any of its Subsidiaries) ability Affiliates is a party related to obtain financingthe funding or investing, as applicable, of the full amount of the 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 conditionality or amount of the Debt Financing.

Debt Commitment Letter. On or prior to the date of this AgreementIf, ▇▇▇▇▇ 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 at 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 time after the date of this Agreement, the commitments contained in 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 pay (a) the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any way. As of the date of this Agreement, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ and, to the knowledge of Buyer, the other parties thereto and the Debt Commitment Letter constitutes the legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto and is enforceable in accordance with its terms against each party thereto, subject to the Enforceability Exceptions. As of the date of this Agreement, ▇▇▇▇▇ has fully paid any Transfer Sub Membership Interest Purchase Price and all commitment fees or other fees due on or prior to necessary fees, expenses and other amounts payable by the date hereof PropCo Buyer in connection with the Debt Commitment Letter. Except for the fee letter relating to the Debt Financing (a true and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt Financing on Transactions and (b) the Closing Date), 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 AgreementAgreement (collectively, there are no other agreementsthe “PropCo Buyer Required Amount”), side lettersSeller may request in writing that PropCo Buyer obtain an executed commitment letter from one or more financing sources pursuant to which they have committed, subject solely to the terms and conditions therein (which terms and conditions shall be reasonably acceptable to the Seller), to provide, or arrangements relating cause to be provided, the Debt Financing that affect the conditionality, enforceability or availability of the Debt Financing on the Closing Date PropCo Buyer with debt financing in an amount sufficient, when combined taken together with the aggregate amount of unrestricted cash, cash equivalents or marketable securities together with available cash borrowings under its existing revolving credit agreement or other sources lines of liquiditycredit, to fund the PropCo Buyer Required UsesAmount (a “Debt Commitment Letter”); provided that the PropCo Buyer shall not be obligated to obtain a Debt Commitment Letter in 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, other than as expressly set forth in PropCo Buyer shall obtain a Debt Commitment Letter within twenty-eight (28) days of PropCo Buyer’s receipt of such written request. The PropCo Buyer shall promptly after receipt of the Debt Commitment Letter provide to the Seller true, correct and complete copies of the Debt Commitment Letter. As of Unless otherwise agreed by the date of this AgreementSeller expressly in writing, Buyer has made a LCT Election (as defined any Debt Commitment Letter shall remain 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, with or without notice, lapse of time or both, would constitute a failure of any condition to the funding of the Debt Financing place on the Closing Date or result in any portion of the Debt Financing being unavailable on committed terms until 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 and when combined with the aggregate amount of available cash and other sources of liquidity, will be sufficient to, without duplication, (i) make the payments contemplated by clauses (a), (b), (c) and (d) of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates in connection with the 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 For the avoidance of doubt, the Company obligations of the Seller to cooperate in connection with any Financing as set forth in Section 6.18 shall apply to 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 any marketable securities together with available borrowings under its existing revolving credit agreements or other lines of its Subsidiaries) ability credit in amount equal to obtain financingor greater than the PropCo 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. On or prior to (a) Concurrently with the date execution of this Agreement, ▇▇▇▇▇ the Buyer has delivered to the Company the fully Seller a duly executed Debt Commitment Letter. As of the date of this Agreement, (x) the The Debt Commitment Letter is not subject to any conditions 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 has not been repudiatedeffect, 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, terminated or rescinded in any way. As of the date of this Agreement, the Debt Commitment Letter has been duly executed by ▇▇▇▇▇ and, to the knowledge Knowledge of the Buyer, the other parties thereto and the Debt Commitment Letter constitutes the represents a legal, valid and binding obligation of Buyer andthe Debt Financing Sources, Enforceable, to the knowledge Knowledge of the Buyer, against the other parties thereto and is enforceable Debt Financing Sources in accordance with its terms against each party theretoterms, subject to the Enforceability Exceptions. As of the date of this Agreement, ▇▇▇▇▇ has fully paid any and all commitment fees or other fees due on or prior to the date hereof in connection with the Debt Commitment Letter. Except for the fee letter relating to the Debt Financing (a true and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt 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 (as 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, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a failure of any condition default or breach under the Debt Commitment Letter. (b) The Debt Commitment Letter has not been amended, supplemented or modified, and no provision thereof has been waived, to the funding Knowledge of the Debt Financing on the Closing Date Buyer, no such amendment, restatement, supplement, modification or result in any portion of waiver is contemplated or pending (other than to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Financing being unavailable on the Closing Date. As Commitment Letter as of the date of this Agreement), ▇▇▇▇▇ and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and, to the knowledge of the Buyer, no such withdrawal, termination or rescission is contemplated. There are no side letters or other contracts or arrangements related to the Debt Financing other than as expressly set forth in the Debt Commitment Letter delivered to the Seller. Assuming the conditions set forth in ‎Article VI are satisfied at the Closing, the aggregate proceeds contemplated to be provided under the Debt Commitment Letter will be sufficient when funded for Buyer to pay and satisfy in full (i) its obligations pursuant to Section 2.04 and (ii) all fees and expenses and other obligations of the Buyer and its Affiliates in connection with this Agreement and the Debt Commitment Letter. (c) All commitments and other fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in full. Assuming the conditions set forth in Article VI are satisfied at the Closing, the Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the conditions to the funding Debt Financing will not be satisfied or the full amount of the Debt Financing will not be available to the Buyer 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 and when combined with the aggregate amount of available cash and other sources of liquidity, will be sufficient to, without duplication, (i) make the payments contemplated by clauses (a), (b), (c) and (d) of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates in connection with the 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 avoidance of doubt, the Company or any of its Subsidiaries) ability to obtain financingDate.