Common use of Debt Financing Clause in Contracts

Debt Financing. (a) Concurrently with the execution of this Agreement, ▇▇▇▇▇ has delivered to Seller a copy of the executed commitment letter (as amended or modified in compliance with the terms of Section 6.13 hereof, the “Commitment Letter”), among the parties named therein as borrowers (the “Borrowers”) and Capital One, National Association and CIBC Bank USA (the “Lenders”), pursuant to which the Lenders have committed to lend to Buyer debt financing in an aggregate amount set forth therein (the “Debt Financing”). As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Commitment Letter. (b) As of the date hereof, the Commitment Letter (i) is a valid, binding and enforceable obligation of the Borrowers, and, to Buyer’s knowledge, of each of the other parties thereto (subject to the Enforceability Exceptions), (ii) is in full force and effect and (iii) has not been amended, modified, terminated or, to the knowledge of Buyer withdrawn, replaced or rescinded in any respect. As of the date hereof, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and the satisfaction of the conditions set forth in Article VII no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in (A) a breach or default on the part of Buyer or, to the knowledge of Buyer, any other parties thereto, in each case, under the terms and conditions of the Commitment Letter, or (B) a failure of any condition to the Debt Financing to be satisfied by the Borrowers set forth in the Commitment Letter or (C) otherwise result in any portion of the Debt Financing in an amount equal to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, as of the date hereof Buyer has no reason to believe that Buyer and the Borrower will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date. (d) As of the date hereof, there are no other agreements, side letters or arrangements to which Buyer or the Borrowers are a party or otherwise known to Buyer relating to the Commitment Letter or the Debt Financing.

Debt Financing. (a) Concurrently with IMS Health has delivered to Quintiles true, correct and complete copies, as of the execution date of this Agreement, ▇▇▇▇▇ has delivered to Seller a copy of the executed commitment letter (as amended or modified in compliance with Commitment Letter and the terms of Section 6.13 hereof, Fee Letter to provide the “Commitment Letter”), among the parties named therein as borrowers (the “Borrowers”) and Capital One, National Association and CIBC Bank USA (the “Lenders”), pursuant to which the Lenders have committed to lend to Buyer debt financing in an aggregate amount set forth therein (the “Debt Financing”). As of the date hereofof this Agreement (i) the Commitment Letter and the Fee Letter have not been amended or modified, there are and no conditions precedent related to the funding of the full amount of the Debt Financing other than such amendment or modification is contemplated (except as expressly set forth provided therein), and (ii) the obligations and commitments contained in the Commitment Letter. (b) As of the date hereof, the Commitment Letter (i) is a valid, binding and enforceable obligation of the Borrowers, and, to Buyer’s knowledge, of each of the other parties thereto (subject to the Enforceability Exceptions), (ii) is in full force and effect and (iii) has have not been amended, modified, terminated or, to the knowledge of Buyer withdrawn, replaced modified or rescinded in any respect. As of the date hereof, to Buyer’s knowledge and assuming the Commitment Letter is (x) Seller’s compliance with Section 6.13 a valid and binding obligation of IMS Health and, to the knowledge of IMS Health, of each of the other parties thereto, in each case, except (c)A) to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and principles of equity and (B) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding may be brought and (y) the accuracy in full force and effect. (b) As of the representations and warranties set forth in Article IV and the satisfaction date of the conditions set forth in Article VII this Agreement, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in (Ai) a default or breach or default on the part of Buyer IMS Health or, to the knowledge of BuyerIMS Health, any other parties thereto, under the Commitment Letter, in each case, under the terms and conditions of the Commitment Letter, that would adversely affect or (B) a failure of any condition to the Debt Financing to be satisfied by the Borrowers set forth in the Commitment Letter or (C) otherwise result delay in any portion material respect the availability of the Debt Financing at Closing or (ii) assuming (x) no breach by Quintiles or its Subsidiaries of their respective representations and/or obligations, in an amount equal to either case, such that the amount required to deliver the Purchase Price, and all other amounts required closing conditions set forth in Section 6.3(a) or 6.3(b) would fail to be paid satisfied, (y) compliance by Buyer hereunder on the Closing Date, including all related fees Quintiles and expenses required to be paid on the Closing Date by Buyer its Subsidiaries with Section 5.18(b) and (the “Required Amount”z) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof6.1, as any failure to satisfy a condition precedent under the Commitment Letter. As of the date hereof Buyer has no reason of this Agreement, the Commitment Letter contains all of the conditions precedent to believe the obligations of the parties thereunder to make the Debt Financing available to IMS Health on the terms therein and all of the provisions that Buyer would permit the Lenders to reduce the total amount of the Debt Financing. As of the date of this Agreement, other than the Commitment Letter and the Borrower will be unable Fee Letter, there are no side letters or other agreements, contracts or arrangements to satisfy on which IMS Health or any of its affiliates is a timely basis each term and condition party related to the funding of the Debt Financing to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy full amount of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by the Debt Financing pursuant to provided under the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date. (d) As of the date hereof, there are no other agreements, side letters or arrangements to which Buyer or the Borrowers are a party or otherwise known to Buyer relating to the Commitment Letter or the Debt Financing.

Debt Financing. (a) Concurrently with FinanceCo has, as of the execution date of this Agreement, ▇▇▇▇▇ has delivered committed financing in the aggregate amount of $2,650,000,000 (the “Committed Debt Financing”) pursuant to Seller a copy of the one or more executed commitment letter letters (as amended or modified in compliance with the terms of Section 6.13 hereof, the “Commitment Letter”), and one or more executed fee letters, in each case dated on or prior to the date of this Agreement, among the parties named therein as borrowers one or more substantially wholly-owned Affiliates controlled by Ardagh (the “BorrowersAMPSA Financing Parties”) and Capital One, National Association and CIBC Bank USA the debt financing sources parties thereto (the “LendersCommitment Debt Financing Sources”), pursuant copies of which have been provided to which GHV, together with the Lenders have committed to lend to Buyer debt financing in an aggregate amount set forth therein related fee letter(s) (the “Debt FinancingCommitment Financing Documents”). All conditions precedent to the funding of the Committed Debt Financing (the “Commitment Conditions Precedent”) are set forth in the Commitment Financing Documents delivered to GHV. As of the date hereofof this Agreement, (a) there are no conditions precedent related to the funding of the full amount of the Committed Debt Financing other than as the Commitment Conditions Precedent expressly set forth in the Commitment Letter. Financing Documents delivered to GHV, and (b) there are no, and there are not contemplated to be any, agreements, side letters or arrangements relating to the Committed Debt Financing that would affect the availability or conditionality of the Committed Debt Financing other than the Commitment Financing Documents delivered to GHV. None of the Commitment Financing Documents have been amended, restated or otherwise modified or waived as of the date of this Agreement, and the respective commitments contained therein have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect as of the date of this Agreement. As of the date hereofof this Agreement, the Commitment Letter (i) is a valid, binding and enforceable obligation of the Borrowers, and, to Buyer’s knowledge, of each of the other parties thereto Commitment Financing Documents is in full force and effect and constitutes the legal, valid and binding obligations of the applicable AMPSA Financing Parties (subject to the Enforceability Exceptions), (ii) is in full force and effect to the Knowledge of Ardagh, each of the other parties thereto, and (iii) has not been amendedenforceable against the AMPSA Financing Parties, modified, terminated orand, to the knowledge Knowledge of Buyer withdrawnArdagh, replaced or rescinded each of the other parties thereto, in any respectaccordance with its terms. As of the date hereofof this Agreement, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and the satisfaction of the conditions set forth in Article VII no event has occurred that, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or bothboth would constitute a default) or prevent any of the Commitment Conditions Precedent from being satisfied, would or would reasonably be expected to constitute or result in (A) a breach or default each case on the part of Buyer the AMPSA Financing Parties, or, to the knowledge Knowledge of BuyerArdagh, any other parties thereto, in each case, under the terms and conditions Commitment Financing Documents. As of the date of this Agreement, Ardagh does not have any reason to believe that any of the Commitment LetterConditions Precedent will not be satisfied, or (B) a failure of any condition to that the Debt Financing (or any portion thereof) will be delayed or otherwise not be available to be satisfied by the Borrowers set forth in the Commitment Letter or (C) otherwise result in any portion of the Debt Financing in an amount equal funded to the amount required to deliver the Purchase Priceapplicable AMPSA Financing Parties. Ardagh has fully paid, and all other amounts required or caused to be paid by Buyer hereunder on the Closing Datefully paid, including all related commitment fees and expenses other fees to the extent required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, as of or prior to the date hereof Buyer has no reason to believe that Buyer and the Borrower will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result Agreement in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate connection with the Transactions on the terms otherwise contemplated hereby on the Closing Date. (d) As of the date hereof, there are no other agreements, side letters or arrangements to which Buyer or the Borrowers are a party or otherwise known to Buyer relating to the Commitment Letter or the Committed Debt Financing.

Debt Financing. (a) Concurrently with the execution of this Agreement, ▇▇▇▇▇ SoftBank has delivered to Seller a copy the Company copies of the executed commitment letter (as amended or modified in compliance with Commitment Letters pursuant to which, and subject to the terms and conditions of Section 6.13 hereofwhich, the “Commitment Letter”), among the parties named therein as borrowers (the “Borrowers”) and Capital One, National Association and CIBC Bank USA (the “Lenders”), pursuant to which the Lenders Financing Parties have committed to lend to Buyer debt financing in an aggregate amount the amounts set forth therein to SoftBank for the purpose of funding the Merger and the other Contemplated Transactions (such committed financing, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”). (b) The Commitment Letters have been duly executed and delivered by, and constitute valid and binding obligations of SoftBank. To the Knowledge of SoftBank, the Commitment Letters constitute valid and binding obligations of the Financing Parties, enforceable against the Financing Parties in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization or moratorium laws or other similar Legal Requirements, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Commitment Letter. (b) As of the date hereof, the Commitment Letter (i) is a valid, binding and enforceable obligation each of the Borrowers, Commitment Letters in the form so delivered is (as to SoftBank and, to Buyer’s knowledgethe Knowledge of SoftBank, of each of the other parties thereto (subject to the Enforceability Exceptions)Financing Parties) valid and in full force and effect, (ii) is none of the Commitment Letters has been withdrawn, terminated or otherwise amended or modified in full force and effect and any respect, (iii) has SoftBank is not been amended, modified, terminated or, to the knowledge in breach of Buyer withdrawn, replaced or rescinded in any respect. As of the date hereof, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties material terms set forth in Article IV therein, and the satisfaction of the conditions set forth in Article VII (iv) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or would reasonably be expected to constitute or result in (A) a breach or default on the part by SoftBank of Buyer or, to the knowledge of Buyer, any other parties thereto, in each case, under the terms and conditions material term of the Commitment LetterLetters that would prevent the funds from being available, or (B) a failure of any condition the Financing Parties from lending, pursuant to the Debt Financing to be satisfied by the Borrowers set forth in terms of the Commitment Letter or Letters. (Cc) otherwise result in any portion of the Debt Financing in an amount equal to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereofThe Commitment Letters constitute, as of the date hereof Buyer has no reason hereof, the entire and complete agreement among the respective parties thereto with respect to believe that Buyer and the Borrower will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing contemplated thereby. Except as set forth, described or provided for in the Commitment Letters, there are no conditions precedent to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy respective obligations of the representations and warranties set forth in Article IV, as of Financing Parties under the Closing, Commitment Letters to provide the Debt Financing. The aggregate proceeds contemplated by from the Debt Financing pursuant to constitute all of the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain any financing required for the consummation of the Merger and the other Contemplated Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreementand, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03together with other cash sources, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able are sufficient to consummate the Transactions on Merger and the terms otherwise contemplated hereby on the Closing Dateother Contemplated Transactions. (d) As of the date hereof, there are (i) SoftBank has no other agreements, side letters or arrangements reason to which Buyer or believe that any of the Borrowers are a party or otherwise known to Buyer relating conditions to the Debt Financing will not be satisfied on a timely basis or that the funding contemplated in the Debt Financing will not be made available to SoftBank on a timely basis in order to consummate the Merger and the other Contemplated Transactions, (ii) no event has occurred, to the Knowledge of SoftBank, which would make any of the assumptions or any of the statements set forth in the Commitment Letter Letters inaccurate in any material respect and (iii) no Financing Party has notified SoftBank of its intention to terminate any of the commitments set forth in the Commitment Letters or not to provide the Debt Financing. (e) SoftBank has fully paid any and all commitment fees, if any, and other fees required by the Commitment Letters to have been paid to the Financing Parties on or prior to the date hereof.

Debt Financing. (a) Concurrently with the execution of this Agreement, Parent and ▇▇▇▇▇▇ has Sub have delivered to Seller the Company a true, accurate and complete copy of the executed debt commitment letter letter, dated as of the date hereof, including all exhibits, schedules, annexes and other attachments thereto (as amended amended, modified, supplemented or modified superseded from time to time after the date hereof in compliance with accordance with, and subject to the terms of limitations contained in, this Section 6.13 hereof5.08, the “Debt Commitment Letter”), among the parties named therein as borrowers (the “Borrowers”) and Capital One, National Association and CIBC Bank USA (the “Lenders”), pursuant to which the Lenders Debt Financing Sources party thereto have committed agreed to lend provide to Buyer Parent debt financing in an aggregate amount the amounts set forth therein (the “Debt Financing”). As Parent and ▇▇▇▇▇▇ Sub have also delivered to the Company a true, accurate and complete copy of the date hereof, there are no conditions precedent related executed fee letter relating to the funding Debt Financing (as amended, modified, supplemented or superseded from time to time after the date hereof in accordance with, and subject to the limitations contained in, this Section 5.08, the “Debt Financing Fee Letter”, and together with the Debt Commitment Letter, the “Debt Commitment Papers”), in which the only redactions are the fee amounts, “flex” terms and other economic terms customarily redacted pursuant to merger agreements of this type, none of which redactions relate to any terms that would reasonably be likely to affect the conditionality, availability or termination of the full Debt Financing, or reduce the aggregate principal amount of the Debt Financing Financing, together with any equity financing sources or other than as expressly set forth sources of proceeds, below the amount required to (i) pay the Merger Consideration in respect of the Commitment LetterMerger and any other amounts required to be paid at the Closing (including the Payoff Amounts) by Parent and Merger Sub in connection with the consummation of the transactions contemplated by this Agreement, and (ii) pay all related fees and expenses (including those payable to Representatives) payable on the Closing Date by Parent and Merger Sub in connection with the transactions contemplated by this Agreement (such amount, the “Required Amount”). (b) As of the date hereof, the Commitment Letter (i) is a valid, binding and enforceable obligation (A) none of the BorrowersDebt Commitment Papers in the form delivered to the Company has been amended, andrescinded, modified, supplemented, superseded, terminated or withdrawn, and no such amendment, rescission, modification, supplement, restatement, termination or withdrawal is contemplated by Parent or, to Buyer’s knowledgethe Knowledge of Parent, of each of by the other parties thereto (subject other than (1) to add Debt Financing Sources or reallocate the commitments of any Debt Financing Source in accordance with the Debt Commitment Papers as in effect on the date hereof or (2) to give effect to any market “flex” provisions in the Debt Financing Fee Letter) and (B) the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated, reduced or rescinded in any respect and, to the Enforceability Exceptions)Knowledge of Parent, no such withdrawal, termination, reduction or rescission is contemplated, (ii) is the Debt Commitment Papers are in full force and effect and constitute the legal, valid and binding obligations of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against such Persons in accordance with their terms, subject to the Bankruptcy and Equity Exceptions, and (iii) has not been amended, modified, terminated or, the Debt Financing is subject to no conditions precedent or other contingencies related to the knowledge funding of Buyer withdrawnthe full amount of the Required Amount (including pursuant to any “flex” provisions in the Debt Financing Fee Letter, replaced or rescinded other than those expressly set forth in any respectthe Debt Commitment Letter). As of the date hereof, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and the satisfaction of the conditions set forth in Article VII no event has occurred thatwhich, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or result in (A) a breach or default on the part of Buyer orParent (or any Affiliate thereof), or to the knowledge Knowledge of BuyerParent, any other parties thereto, in each case, party thereto under the terms and conditions any term or condition of the Debt Commitment Letter, or (By) constitute a failure of to satisfy any condition to the Debt Financing, or (z) assuming the satisfaction or waiver of the conditions to the funding of the Debt Financing to be satisfied by on the Borrowers Closing Date as set forth in the Debt Commitment Letter or (C) Letter, otherwise result in any portion of the Required Amount not being available at the Closing, and Parent has no reason to believe that it will be unable to satisfy the conditions to the funding of the Debt Financing in an amount equal or that the Debt Financing will not be made available and funded to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid Parent on the Closing Date in an amount at least equal to the Required Amount. (c) As of the date hereof, other than the Debt Commitment Letter and the Debt Financing Fee Letter, there are Contracts, arrangements (written or unwritten) or side letters to which Parent or any of its Affiliates is a party related to the Debt Financing that would reasonably be expected to (i) reduce the aggregate principal amount of any portion of the Debt Financing such that the aggregate amount of the Debt Financing would be below the Required Amount, (ii) impose any new or additional condition or contingency to the receipt of the Required Amount, (iii) adversely amend, modify, supplement, supersede or expand any of the conditions precedent to the Debt Financing as set forth in the Debt Commitment Letter, or (iv) prevent or delay the consummation of the Debt Financing past the date on which the Closing is required to occur in accordance with Section 2.01 (assuming for such purpose that the conditions precedent set forth in Section 7.01 and Section 7.02 have been satisfied or waived (to the extent permitted hereunder), other than those conditions that by Buyer their nature are to be satisfied at the Closing) (such date, the “Required AmountFunding Date”). (d) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof(in each case, other than those conditions that by their nature are to be satisfied at the Closing), the Debt Financing (when funded in accordance with the Debt Commitment Letter), together with the proceeds of the Equity Financing Letter, shall provide Parent and Merger Sub at the Closing sufficient cash to pay the Required Amount. (e) Parent and Merger Sub, as applicable, have fully paid, or caused to be paid, any and all commitment fees or other fees required by the terms of the Debt Commitment Papers to be paid on or before the date of this Agreement. (f) Section 5.08(f) of the Parent Disclosure Schedule accurately states the total principal amount outstanding under Parent’s credit facilities as of the date hereof Buyer has no reason to believe that Buyer and the Borrower will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing to be satisfied by ithereof. (cg) Assuming (i) the conditions set forth in Section 7.01 The obligations of Parent and Section 7.02 are satisfied at Closing and (ii) the accuracy of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and Merger Sub to consummate the Transactions transactions contemplated on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder terms contemplated by this Agreement are not in any way contingent upon or otherwise subject to Parent’s consummation of any conditions regarding ▇▇▇▇▇’s financing arrangement, Parent or any other Person’s ability to obtain of its Affiliates obtaining any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financing or any Alternative Financing) by Buyer or the availability, grant, provision or extension of any financing to Parent or Merger Sub (including the Debt Financing or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing DateAlternative Financing). (d) As of the date hereof, there are no other agreements, side letters or arrangements to which Buyer or the Borrowers are a party or otherwise known to Buyer relating to the Commitment Letter or the Debt Financing.

Debt Financing. Notwithstanding anything in this Agreement (including, Section 7.4, Section 7.5, Section 8.8, Section 8.11 and Section 8.12) to the contrary: (a) Concurrently with the execution Company, on behalf of this Agreementitself and its Subsidiaries, ▇▇▇▇▇ has delivered to Seller a copy of the executed commitment letter (as amended or modified in compliance with the terms of Section 6.13 hereof, the “Commitment Letter”), among the parties named therein as borrowers (the “Borrowers”) and Capital One, National Association and CIBC Bank USA (the “Lenders”), pursuant to which the Lenders have committed to lend to Buyer debt financing in an aggregate amount set forth therein (the “Debt Financing”). As of the date hereof, there are no conditions precedent related to the funding of the full amount hereby agrees that none of the Debt Financing other than as expressly set forth in the Commitment Letter. (b) As Sources or any of the date hereof, the Commitment Letter (i) is a valid, binding and enforceable obligation of the Borrowers, and, to Buyer’s knowledge, of each of the other parties thereto (subject their respective Affiliates will have any liability to the Enforceability Exceptions)Company or any of its Subsidiaries, (ii) is in full force and effect and (iii) has not been amended, modified, terminated or, to neither the knowledge Company nor any of Buyer withdrawn, replaced its Subsidiaries shall have any right or rescinded in claim against any respect. As Debt Financing Source or any of the date hereof, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and the satisfaction of the conditions set forth in Article VII no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in (A) a breach or default on the part of Buyer or, to the knowledge of Buyer, any other parties theretoits Affiliates, in each case, under in any way relating to or arising out of this Agreement, the terms and conditions Facilities Agreement or any of the Commitment Letter, transactions contemplated hereby or thereby (Bincluding any Debt Financing) a failure or the performance of any condition services thereunder, whether at law, in equity, in contract, in tort or otherwise; (b) the Company, on behalf of itself and its Subsidiaries, hereby agrees not to the bring or support or permit any of its Subsidiaries to bring or support any Legal Proceeding of any kind or description, whether at law, in equity, in contract, in tort or otherwise, against any Debt Financing to be satisfied by the Borrowers set forth in the Commitment Letter Source or (C) otherwise result any of their respective Affiliates in any portion way arising out of or relating to this Agreement, the Facilities Agreement or any of the Debt Financing in an amount equal to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, as of the date hereof Buyer has no reason to believe that Buyer and the Borrower will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds transactions contemplated by the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s hereby or any other Person’s ability to obtain any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing thereby (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation performance of any services thereunder in any forum other than The Tribunal de Commerce de Paris, and agrees that any such Legal Proceeding shall be exclusively governed by, and construed in accordance with, the laws of France (without giving effect to any conflicts of law principles that would result in the application of the Transactions. Notwithstanding anything to laws of another jurisdiction), except as otherwise expressly provided in the contrary in Facilities Agreement; (c) Parent, Merger Sub, Guarantor and the Company hereby agree that the Debt Financing Sources are express third party beneficiaries of, and may enforce, this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date.8.17; and (d) As Parent, Merger Sub, Guarantor and the Company hereby agree that the provisions in this Section 8.17 and Section 8.13 and the definition of the date hereofterm “Debt Financing Sources” (and any other definition set forth in, there are no or any other agreementsprovision of, side letters this Agreement to the extent that an amendment, waiver or arrangements to which Buyer other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 8.17, Section 8.13 or the Borrowers are a party definition of the term “Debt Financing Sources”) shall not be amended, waived or otherwise known to Buyer relating modified, in each case, in any way adverse to the Commitment Letter Debt Financing Sources without the prior written consent of the affected Debt Financing Source(s) (and any such amendment, waiver or the Debt Financingother modification without such prior written consent shall be null and void).

Debt Financing. (a) Concurrently with The Parties hereby acknowledge and agree as follows: (i) the execution representations, warranties and covenants of the “MPT Parties” pursuant to Section 5.08(a) of the Purchase Agreement are incorporated herein and made a part hereof by this reference, and shall be deemed made and given by the MPT Parties hereunder for the benefit of ▇▇▇▇▇▇▇; and (ii) the representations, warranties and covenants of the “IASIS Parties” pursuant to Section 5.8(b) of the Purchase Agreement are incorporated herein and made a part hereof by this reference, and shall be deemed made and given by ▇▇▇▇▇▇▇ hereunder for the benefit of the MPT Parties. (b) ▇▇▇▇▇▇▇ shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the “Debt Financing” as defined in and pursuant to the Merger Agreement, and to otherwise comply with all provisions thereof. (c) In the event that (i) all of the conditions to closing of the Purchase Transaction set forth in Sections 6.1 and 6.2 of the Purchase Agreement are satisfied (other than those conditions that by their terms are to be satisfied at closing of the Purchase Transaction, but subject to the satisfaction or, if permissible, waiver of those conditions), (ii) all of the conditions to the consummation of the financing provided by the “Debt Commitment Letter” (as defined in the Purchase Agreement) or, if Alternative Financing (as defined in the Purchase Agreement) is being used in accordance with Section 5.8(a) of the Purchase Agreement, pursuant to the commitments with respect thereto, have been satisfied (other than those conditions that by their terms are to be satisfied at Closing), (iii) the IASIS Seller Parties have delivered written notice to the MPT Parties confirming irrevocably that all of the conditions set forth in Sections 6.1 and 6.2 of the Purchase Agreement have been satisfied and the conditions set forth in Section 6.3 of the Purchase Agreement have been satisfied or waived and they are ready, willing and able to consummate the closing of the Purchase Transaction and the IASIS Seller Parties will take all actions that are within their control to cause such closing to occur, (iv) the “Debt Financing” (as defined in the Purchase Agreement) has not been funded by the Financing Sources (as defined in the Purchase Agreement), and (v) ▇▇▇▇▇▇▇ has delivered paid the “Reverse Termination Fee” as defined in and pursuant to Seller a copy Section 8.03 of the executed commitment letter (as amended or modified Merger Agreement, then, in compliance with the terms of Section 6.13 hereofsuch event, the “Commitment Letter”), among the parties named therein as borrowers (the “Borrowers”) and Capital One, National Association and CIBC Bank USA (the “Lenders”), pursuant to which the Lenders have committed to lend to Buyer debt financing in an aggregate amount set forth therein (the “Debt Financing”). As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Commitment Letter. (b) As of the date hereof, the Commitment Letter (i) is a valid, binding and enforceable obligation of the Borrowers, and, to Buyer’s knowledge, of each of the other parties thereto (subject to the Enforceability Exceptions), (ii) is in full force and effect and (iii) has not been amended, modified, terminated or, to the knowledge of Buyer withdrawn, replaced or rescinded in any respect. As of the date hereof, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and the satisfaction of the conditions set forth in Article VII no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in (A) a breach if the MPT Parties (at their sole discretion) promptly commence and pursue litigation or default on other proceedings against the part of Buyer or, to the knowledge of Buyer, any other parties thereto, in each case, under the terms and conditions of the Commitment Letter, or Financing Sources (B) a failure of any condition to the Debt Financing to be satisfied by the Borrowers set forth as defined in the Commitment Letter or (CPurchase Agreement) otherwise result in any portion of the Debt Financing in an amount equal to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, as of the date hereof Buyer has no reason to believe that Buyer and the Borrower will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain any financing for the consummation of the Transactions and financing failure described in no event shall the receipt or availability of any funds or financing subsection (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreementiv), then ▇▇▇▇▇▇▇ expressly agrees that a breach of this representation shall also pay the MPT Parties’ out-of-pocket costs and warranty expenses for such litigation or proceedings; or (B) if the MPT Parties do not promptly commence such proceedings against the Financing Sources, then the MPT Parties shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, reimburse ▇▇▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Datefor fifty percent (50%) of such Reverse Termination Fee. (d) As In the event that ▇▇▇▇▇▇▇ owes a Reverse Termination Fee (as defined in the Merger Agreement) under the Merger Agreement and such obligation is caused solely by the IASIS Parties’ (as defined in the Purchase Agreement) termination of the date hereofPurchase Agreement contemplated by Section 7.2(b) of the Purchase Agreement and the applicable MPT Parties owe the Reverse Termination Fee under and in accordance with Section 7.2(b) of the Purchase Agreement, there are no other agreements, side letters or arrangements to which Buyer or then the Borrowers are a party or otherwise known to Buyer relating such MPT Parties shall pay such Reverse Termination Fee to the Commitment Letter or IASIS Parties under the Debt FinancingPurchase Agreement, notwithstanding the last sentence of Section 8.03(b) of the Merger Agreement.

Debt Financing. (a) Concurrently with the execution of this Agreement, ▇▇▇▇▇ The Company has delivered to Seller the SPAC a true, complete and fully executed copy of the executed a commitment letter (including all related exhibits, schedules, annexes, supplements and term sheets thereto and the fee letter executed in connection therewith, as amended each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in compliance with each case, as permitted or contemplated by Sections 6.10(a), 6.10(c) and/or 8.09, from time to time after the terms of Section 6.13 date hereof, the “Debt Commitment Letter”), among ) from the parties named Debt Financing Sources identified therein as borrowers confirming their respective commitments to provide the DCL Beneficiary (or its applicable affiliate assignee or designee) the “Borrowers”) and Capital One, National Association and CIBC Bank USA (the “Lenders”), pursuant debt facilities referred to which the Lenders have committed to lend to Buyer debt financing in an aggregate amount set forth therein (the “Debt Financing”). As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Commitment Letter. (b) As of the date hereof, the Debt Commitment Letter (i) is a validin full force and effect and is the legal, valid and binding and enforceable obligation of the Borrowers, DCL Beneficiary and, to Buyer’s knowledgethe knowledge of the DCL Beneficiary, the other parties thereto, enforceable against the DCL Beneficiary and, to the knowledge of each of the DCL Beneficiary, the other parties thereto in accordance with its terms (subject to the Enforceability Exceptions). As of the date hereof, (ii) is in full force and effect and (iii) the Debt Commitment Letter has not been amended, restated, or otherwise modified or waived, and the respective commitments contained in the Debt Commitment Letter has not been withdrawn, rescinded or otherwise modified. All fees (if any) required to be paid under the Debt Commitment Letter on or prior to the date hereof have been paid in full. (c) As of the date hereof, terminated orneither the DCL Beneficiary nor, to the knowledge of Buyer withdrawnthe DCL Beneficiary and/or the Company, replaced the other parties thereto have breached any of the covenants or rescinded other obligations set forth in, or is in any respectdefault under, the Debt Commitment Letter. As of the date hereof, to Buyer’s the knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and DCL Beneficiary and/or the satisfaction of the conditions set forth in Article VII Company no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in (A) a breach or default on the part of Buyer orthe DCL Beneficiary or any other party to the Debt Commitment Letter. (d) There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter (including the fee letter). Other than the Debt Commitment Letter (including the fee letter), there are no other contracts, arrangements or other agreements, to which the Company or any Affiliate thereof is a party related to the Debt Financing (except for customary non-disclosure agreements, non-reliance letters and similar written agreements, in each case which do not impact the conditionality or amount of the Debt Financing). As of the date hereof, assuming the satisfaction of the conditions in Sections 11.01 and 11.03, to the knowledge of Buyerthe Company, any other parties thereto, in each case, under the terms and conditions of the Commitment Letter, or (B) a failure of any condition to the Debt Financing to be satisfied by the Borrowers set forth in the Commitment Letter or (C) otherwise result in any portion of the Debt Financing in an amount equal to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, as of the date hereof Buyer Company has no reason to believe that Buyer and any of the Borrower will be unable conditions to satisfy on a timely basis each term and condition to the funding of the Debt Financing to will not be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by or that the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash will not be available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that DCL Beneficiary (or its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s applicable affiliate assignee or any other Person’s ability to obtain any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financingdesignee) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date. (d) As of the date hereof, there are no other agreements, side letters or arrangements to which Buyer or the Borrowers are a party or otherwise known to Buyer relating to the Commitment Letter or the Debt Financing.

Debt Financing. (a) Concurrently with Parent has delivered to the execution Company true, correct and complete copies, as of the date of this Agreement, ▇▇▇▇▇ has delivered to Seller a copy of the executed commitment letter letters and any fee letters related thereto (together, and as the same may be amended or modified in compliance with the terms of as permitted by Section 6.13 hereof6.16, the “Debt Commitment Letter”), among the parties named therein as borrowers (the “BorrowersLetters”) between TIFSA and Capital Onethe financial institutions identified therein (including any lenders who become party thereto by joinder, National Association and CIBC Bank USA (the “Lenders”)) to provide, pursuant subject to which the Lenders have committed to lend to Buyer terms and conditions therein, debt financing to a TIFSA Subsidiary (“Borrower”) in an aggregate amount the amounts set forth therein (collectively, as may be modified or replaced in accordance with Section 6.16, the “Debt Financing”). As of the date of this Agreement, (i) the Debt Commitment Letters have not been amended or modified (subject to any flex provisions in any fee letter referred to in the previous sentence), and no such amendment or modification is contemplated (except as expressly provided therein, in connection with the joinder of additional Lenders in connection with the syndication of the commitments therein), and (ii) the obligations and commitments contained in the Debt Commitment Letters have not been withdrawn, modified or rescinded in any respect. Parent and/or its Subsidiaries have fully paid (or are, substantially concurrently with the execution and delivery hereof, there are no conditions precedent related to fully paying) any and all commitment fees or other fees required by the funding of the full amount terms of the Debt Financing Commitment Letters that are payable on or prior to the date hereof. As of the date hereof, each Debt Commitment Letter is (x) a valid and binding obligation of TIFSA and, to the knowledge of Parent, of each of the other than as expressly set forth parties thereto and (y) in the Commitment Letterfull force and effect. (b) As of the date hereofof this Agreement, the Commitment Letter (i) is a valid, binding and enforceable obligation of the Borrowers, and, to Buyer’s knowledge, of each of the other parties thereto (subject to the Enforceability Exceptions), (ii) is in full force and effect and (iii) has not been amended, modified, terminated or, to the knowledge of Buyer withdrawn, replaced or rescinded in any respect. As of the date hereof, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and the satisfaction of the conditions set forth in Article VII no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or result in (A) a breach or default on the part of Buyer TIFSA or, to the knowledge of BuyerParent, any other parties thereto, in each caseor any failure to satisfy a condition precedent, under the terms and conditions Debt Commitment Letters. As of the date of this Agreement, the Debt Commitment Letter, or (B) a failure Letters contain all of any condition the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to be satisfied by Borrower on the Borrowers set forth in terms therein and all of the Commitment Letter or (C) otherwise result in any portion provisions that would permit the Lenders to reduce the total amount of the Debt Financing in an amount equal to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing DateFinancing. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, as As of the date hereof Buyer has of this Agreement, other than the Debt Commitment Letters, there are no reason side letters or other agreements, Contracts or arrangements to believe that Buyer and the Borrower will be unable to satisfy on which Parent or any of its Affiliates is a timely basis each term and condition party related to the funding of the Debt Financing to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy full amount of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date. (d) As of the date hereof, there are no other agreements, side letters or arrangements to which Buyer or the Borrowers are a party or otherwise known to Buyer relating to the Commitment Letter or the Debt Financing.

Debt Financing. (a) Concurrently with Parent has delivered to the execution Company true, correct and complete copies, as of the date of this Agreement, ▇▇▇▇▇ has delivered to Seller a copy of the executed commitment letter letters and any fee letters related thereto (together, and as the same may be amended or modified in compliance with the terms of as permitted by Section 6.13 hereof6.16, the “Debt Commitment Letter”), among the parties named therein as borrowers (the “BorrowersLetters”) between TIFSA and Capital Onethe financial institutions identified therein (including any lenders who become party thereto by joinder, National Association and CIBC Bank USA (the “Lenders”)) to provide, pursuant subject to which the Lenders have committed to lend to Buyer terms and conditions therein, debt financing to a TIFSA Subsidiary (“Borrower”) in an aggregate amount the amounts set forth therein (collectively, as may be modified or replaced in accordance with Section 6.16(a), the “Debt Financing”). As of the date of this Agreement, (i) the Debt Commitment Letters have not been amended or modified (subject to any flex provisions in any fee letter referred to in the previous sentence), and no such amendment or modification is contemplated (except as expressly provided therein, in connection with the joinder of additional Lenders in connection with the syndication of the commitments therein), and (ii) the obligations and commitments contained in the Debt Commitment Letters have not been withdrawn, modified or rescinded in any respect. Parent and/or its Subsidiaries have fully paid (or are, substantially concurrently with the execution and delivery hereof, there are no conditions precedent related to fully paying) any and all commitment fees or other fees required by the funding of the full amount terms of the Debt Financing Commitment Letters that are payable on or prior to the date hereof. As of the date hereof, each Debt Commitment Letter is (x) a valid and binding obligation of TIFSA and, to the knowledge of Parent, of each of the other than as expressly set forth parties thereto and (y) in the Commitment Letterfull force and effect. (b) As of the date hereofof this Agreement, the Commitment Letter (i) is a valid, binding and enforceable obligation of the Borrowers, and, to Buyer’s knowledge, of each of the other parties thereto (subject to the Enforceability Exceptions), (ii) is in full force and effect and (iii) has not been amended, modified, terminated or, to the knowledge of Buyer withdrawn, replaced or rescinded in any respect. As of the date hereof, to Buyer’s knowledge and assuming (x) Seller’s compliance with Section 6.13 (c), (y) the accuracy of the representations and warranties set forth in Article IV and the satisfaction of the conditions set forth in Article VII no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or result in (A) a breach or default on the part of Buyer TIFSA or, to the knowledge of BuyerParent, any other parties thereto, in each caseor any failure to satisfy a condition precedent, under the terms and conditions Debt Commitment Letters. As of the date of this Agreement, the Debt Commitment Letter, or (B) a failure Letters contain all of any condition the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to be satisfied by Borrower on the Borrowers set forth in terms therein and all of the Commitment Letter or (C) otherwise result in any portion provisions that would permit the Lenders to reduce the total amount of the Debt Financing in an amount equal to the amount required to deliver the Purchase Price, and all other amounts required to be paid by Buyer hereunder on the Closing Date, including all related fees and expenses required to be paid on the Closing Date by Buyer (the “Required Amount”) being unavailable on the Closing DateFinancing. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, as As of the date hereof Buyer has of this Agreement, other than the Debt Commitment Letters, there are no reason side letters or other agreements, Contracts or arrangements to believe that Buyer and the Borrower will be unable to satisfy on which Parent or any of its Affiliates is a timely basis each term and condition party related to the funding of the Debt Financing to be satisfied by it. (c) Assuming (i) the conditions set forth in Section 7.01 and Section 7.02 are satisfied at Closing and (ii) the accuracy full amount of the representations and warranties set forth in Article IV, as of the Closing, the aggregate proceeds contemplated by the Debt Financing pursuant to the Commitment Letter, subject to the terms and conditions specified therein, together with any cash available to the Buyer, are sufficient for Buyer to pay the Required Amount in full and to consummate the Transactions on the Closing Date. Buyer acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain any financing for the consummation of the Transactions and in no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Buyer or any of its Affiliates be a condition to the Closing or the consummation of the Transactions. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ expressly agrees that a breach of this representation and warranty shall not result in a failure of a condition precedent set forth in Section 7.01 or Section 7.03, if, notwithstanding such breach, ▇▇▇▇▇ is willing and able to consummate the Transactions on the terms otherwise contemplated hereby on the Closing Date. (d) As of the date hereof, there are no other agreements, side letters or arrangements to which Buyer or the Borrowers are a party or otherwise known to Buyer relating to the Commitment Letter or the Debt Financing.