Common use of New Debt Clause in Contracts

New Debt. Subject to the terms and conditions of this Agreement, the JV Entity shall use commercially reasonable efforts to obtain the New Debt on terms and conditions no less favorable to the JV Entity, in the aggregate, than the terms and conditions described in the Commitment Letter (the “Financing”). The JV Entity may (upon request of TDCC) amend, modify, waive the terms of, or replace, the Commitment Letter without the prior written consent of Corning, unless such amendment, modification, waiver or replacement would (i) reduce the aggregate amount of the Financing below the amount required to consummate the transactions contemplated by this Agreement (including by changing the amount of fees to be paid or original issue discount of the Financing), except to the extent additional proceeds of indebtedness incurred by the JV Entity after the date hereof are then made available in order to consummate the Transactions; or (ii) impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Financing, in each case, in a manner that would reasonably be expected to (x) materially delay or prevent the consummation of the Transactions; or (y) adversely impact in any material respect the ability of the JV Entity to consummate the transactions contemplated hereby; provided, however, that the JV Entity may (upon request of TDCC) amend (in compliance with the other limitations of this Section 6.03(a)) the Commitment Letter without the prior written consent of Corning to add additional financing sources, lenders, lead arrangers, bookrunners, syndication agents or similar entities. If required by the Lenders, TDCC shall provide (on terms described in the Commitment Letter or otherwise reasonably acceptable to TDCC), a guaranty of the obligations of the JV Entity under the Financing. References in this Agreement to the Financing shall include the financing contemplated by the Commitment Letter as amended or modified in compliance with this Section 6.03 and references to the Commitment Letter shall include such documents as amended or modified in compliance with this Section 6.03. 23

New Debt. (a) Subject to the terms and conditions of this Agreement, the JV Entity shall use commercially reasonable efforts to obtain the New Debt on terms and conditions no less favorable to the JV Entity, in the aggregate, than the terms and conditions described in the Commitment Letter (the “Financing”). The JV Entity may (upon request of TDCC) amend, modify, waive the terms of, or replace, the Commitment Letter without the prior written consent of Corning, unless such amendment, modification, waiver or replacement would (i) reduce the aggregate amount of the Financing below the amount required to consummate the transactions contemplated by this Agreement (including by changing the amount of fees to be paid or original issue discount of the Financing), except to the extent additional proceeds of indebtedness incurred by the JV Entity after the date hereof are then made available in order to consummate the Transactions; or (ii) impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Financing, in each case, in a manner that would reasonably be expected to (x) materially delay or prevent the consummation of the Transactions; or (y) adversely impact in any material respect the ability of the JV Entity to consummate the transactions contemplated hereby; provided, however, that the JV Entity may (upon request of TDCC) amend (in compliance with the other limitations of this Section 6.03(a)) the Commitment Letter without the prior written consent of Corning to add additional financing sources, lenders, lead arrangers, bookrunners, syndication agents or similar entities. If required by the Lenders, TDCC shall provide (on terms described in the Commitment Letter or otherwise reasonably acceptable to TDCC), a guaranty of the obligations of the JV Entity under the Financing. References in this Agreement to the Financing shall include the financing contemplated by the Commitment Letter as amended or modified in compliance with this Section 6.03 and references to the Commitment Letter shall include such documents as amended or modified in compliance with this Section 6.03. (b) The JV Entity shall use commercially reasonable efforts to (i) maintain in effect the Commitment Letter until the consummation of the transactions contemplated hereby, except to the extent the proceeds of additional or alternative indebtedness incurred by the JV Entity are available at the Closing to consummate the Transactions; and (ii) negotiate definitive agreements with respect to the Financing (“Financing Agreements”) on the terms and conditions contained in the Commitment Letter. 23The JV Entity shall give each of TDCC and Corning reasonably prompt notice of (x) any breach by any party to the Commitment Letter of which the JV Entity becomes aware to the extent it would reasonably be expected to impair or delay the Closing or result in insufficient financing to consummate the transactions contemplated by this Agreement; and (y) any termination of the Commitment Letter. In the event that all conditions in the Commitment Letter have been satisfied or, upon funding will be satisfied, and the JV Entity is required under the terms of this Agreement to consummate the Closing, the JV Entity shall use commercially reasonable efforts to cause the Lenders to fund on the Closing Date the financing required to consummate the Transactions contemplated by this Agreement; provided, that, notwithstanding anything to the contrary herein, the JV Entity shall have no obligation hereunder to threaten or initiate any Action against any of the Lenders or any other party to the Commitment Letter or to the Financing Agreements. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, regardless of the reason therefor, the JV Entity shall promptly notify (and in any event within five (5) Business Days of becoming aware thereof and no later than the Business Day immediately preceding October 1, 2016) the other parties hereto of such fact (such notice, the “Alternative Financing Notice”) and shall use commercially reasonable efforts to arrange and obtain alternative debt financing on Agreed Economic Terms from alternative sources in an amount sufficient to replace such portion of the Financing and to consummate the Transactions (the “Alternative Financing”) as promptly as practicable following the occurrence of such event; provided, that the terms and conditions of such Alternative Financing (other than the Agreed Economic Terms) shall be no less favorable, in the aggregate, to the JV Entity than those contained in the Commitment Letter. For the purposes of this Agreement, (A) the term “Commitment Letter” shall also be deemed to include any commitment letter or similar agreement, together with any customary fee letter, with respect to any Alternative Financing arranged in compliance herewith (and any Commitment Letter remaining in effect at the time in question); (B) the term “Lenders” shall also be deemed to include any lenders providing the Alternative Financing arranged in compliance herewith; and (C) the term “Financing Agreements” shall also be deemed to include any definitive agreements with respect to the Alternative Financing arranged in compliance herewith (and any Financing Agreements remaining in effect at the time in question). TDCC and Corning shall use commercially reasonable efforts to ensure that the JV Entity complies with the provisions of this Section 6.03 (and “commercially reasonable efforts” shall, in the case of TDCC, expressly include providing any guaranty on terms described in the Commitment Letter or otherwise reasonably acceptable to TDCC of the obligations of the JV Entity under any such Alternative Financing required by any Lenders providing such financing). (c) Without limiting the foregoing, prior to the Closing, each of the parties hereto shall use commercially reasonable efforts to provide, and to cause their respective Representatives to provide, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by the JV Entity or TDCC and that is customary in connection with the JV Entity’s efforts to obtain the Financing or, if applicable, the Alternative Financing.