Common use of No Amendments to Financing Letters Clause in Contracts

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount); (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, would reasonably be expected to (A) delay or prevent the Closing Date; or (B) make the timely funding of the Financing on the Closing Date, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respect; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto. Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.5; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments under the Debt Commitment Letters, except for replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a).

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment amendment, replacement, supplement or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters if without the prior written consent of the Company (such amendmentconsent not to be unreasonably withheld, modification conditioned or waiver delayed), which would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Financing, including by changing the amount of the fees to be paid or the original issue discount of the Debt Financing (unless Financing, to any amount less than the Equity Financing is increased by an equivalent amount)Required Amount; (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) materially delay or prevent the Closing Date; or (B) make the timely funding of the Financing on the Closing DateFinancing, or the satisfaction of the conditions to obtaining the Financing on the Closing DateFinancing, less likely to occur in any respectoccur; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto; (iv) materially delay or prevent Closing; or (v) make the funding of any of the Financings (or satisfaction of the conditions to obtaining any of the Financings) less likely to occur (the terms described in the foregoing clauses (i) through (v), the “Prohibited Terms”); provided that Parent may (without the consent of the Company) replace, modify, waive or amend the Debt Commitment Letter (1) in accordance with the “market flex” provisions thereof; (2) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement in accordance with the terms in effect on the date hereof; (3) reallocate commitments or assign or reassign titles or roles to, or between or among, any parties to the Financing Letters in accordance with the terms thereof; and (4) otherwise, so long as such amendment would not reasonably be expected to prevent, delay or impair the ability of Merger Sub and Parent to consummate the Transaction on the Closing Date pursuant to this Agreement. Parent shall promptly (and in any event within two (2) Business Days) furnish to the Company a copy of any amendment, replacement, supplement, modification or waiver relating to the Financing Letters. Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.5modified; and (2) “Equity Commitment LetterLetters,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments under the Debt Commitment Letters, except for replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a)modified.

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, modification or waiver (i) reduces (or would reasonably be expected to (ihave the effect of reducing) reduce the aggregate amount of the Debt Financing, unless in the case of a reduction in the amount of the Financing, the Required Amount could still be paid with the aggregate net proceeds of any remaining portion of the Financing and any debt financing under any new debt commitment letter (unless such letter, a “Replacement Financing Letter”) that, were it structured as an amendment to the Equity Financing is increased Letters, would otherwise satisfy this Section 6.5(a) and that would not reasonably be expected to delay or prevent the Closing or Parent’s ability to consummate the Financing, together with cash on hand at Parent to be made available by an equivalent amountParent at Closing and cash on hand at the Company to be made available by the Company at Closing (such reduction, a “Financing Reduction Exception”); (ii) impose imposes new or additional conditions or other terms or otherwise expandexpands, amend amends or modify modifies any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) delay or prevent the Closing Date; or (B) make the timely funding of the Financing on the Closing DateFinancing, or the satisfaction of the conditions to obtaining the Financing on the Closing DateFinancing, less likely to occur in any respectoccur; or (iii) adversely impact impacts the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect theretothereto (provided, that, for the avoidance of doubt, Parent and Merger Sub may amend any Financing Letter to add lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed such Financing Letter as of the date of this Agreement so long as the addition of such parties, individually or in the aggregate, does not add new (or adversely modify any existing) conditions to the consummation of the Financing and would not reasonably be expected to delay or prevent the Closing or Parent’s ability to consummate the Financing). Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.5; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments individual lender under the Debt Commitment Financing Letters, except for (a) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Financing under the Financing Letters; (b) replacements of the Debt Commitment Financing Letters (x) with alternative financing commitments pursuant to Section 6.5(d); (c) and a reduction of commitments in respect of the facilities in an amount equal to the net cash proceeds received by Parent or any of its domestic subsidiaries from the issuance of Senior Notes or any Loan Financing (yeach as defined in the Financing Letters) that do not violate to the first sentence of this Section 6.5(a)extent contemplated by the Financing Letters; or (d) a Financing Reduction Exception; or (e) the Financing Letters or definitive agreement are replaced at such time with a Replacement Financing Letter.

No Amendments to Financing Letters. Subject Prior to the terms and conditions of this AgreementClosing, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of neither Parent and nor Merger Sub (shall, without the prior written consent of the Company Company, agree to, or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment withdrawal, rescindment, amendment, replacement, supplement or modification to be made to, or any waiver of any provision or remedy pursuant toto or consent under, the Financing Letters or the definitive agreements relating to the Financing if such withdrawal, rescindment, amendment, modification replacement, supplement, modification, consent or waiver would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Debt Financing (unless or the Equity Financing is increased cash proceeds available therefrom) below the amount required to consummate the transactions contemplated by an equivalent amount)this Agreement; (ii) impose new or additional conditions precedent to the Financing or otherwise expand, amend or modify any of the existing conditions to the receipt of the Financing Financing; (iii) expand, amend, or modify any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) impair, prevent or materially delay or prevent the Closing Dateand the funding of the amount of the Financing required to consummate the transactions contemplated by this Agreement; or (B) make the timely funding of the Financing on the Closing Date, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respect; or (iiiiv) adversely impact in any material respect the ability of Parent, Parent or Merger Sub or the CompanySub, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect theretothereto (provided that (subject to compliance with the other provision of this Section 6.5(a)), Parent and Merger Sub may amend the Debt Commitment Letter to add additional lenders, arrangers, bookrunners, managers or agents that have not executed the Debt Commitment Letter as of the date of this Agreement). Any reference Parent shall promptly furnish to the Company true and complete copies of any amendment, replacement, supplement, modification, consent or waiver relating to the Financing Letters or any definitive agreements relating to the Financing. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Agreement Section 6.5(a), references to (1) the “Financing Letters” and “Debt Commitment Letter” shall include such documents as permitted to be amended, supplemented or modified under this Section 6.5(a), and references to the “Financing” will and “Debt Financing” shall include the financing contemplated by the Financing Letters Debt Commitment Letter as amended permitted to be amended, supplemented or modified in compliance with this Section 6.5; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments under the Debt Commitment Letters, except for replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a).

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters (or any related fee letters or engagement letters) if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing to an amount below the Required Amount (unless the Equity Financing is increased by an equivalent amount); (ii) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) materially delay or prevent the Closing DateClosing; or (B) make the timely materially delay or prevent funding of the Financing on the Closing DateFinancing, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respectFinancing; or (iii) materially adversely impact the ability of Parent, Parent or Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect theretothereto (it being understood that Parent may amend any Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed such Debt Commitment Letters as of the date of this Agreement). Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.5; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments under the Debt Commitment Letters, except for replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a).

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of neither Parent and nor Merger Sub (without the prior written consent of the Company Company) shall agree to, or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment amendment, modification, supplement or modification to be made totermination of, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, modification modification, supplement, termination or waiver would reasonably be expected to (i) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letter or Fee Letter on the Agreement Date unless the amount of the Debt Financing or Equity Financing is increased by a corresponding amount) to an amount such that Parent or Merger Sub, as applicable, would not have sufficient available funds necessary to pay the Required Amount (unless the Equity Financing is increased by an equivalent amount); (ii) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) delay or prevent the Closing DateClosing; or (B) make the timely materially delay or prevent funding of the Financing on the Closing DateFinancing, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respectFinancing; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect theretothereto (it being understood that Parent may amend any Debt Commitment Letter in accordance with its terms to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed such Debt Commitment Letters as of the Agreement Date and upon such amendment, modification, supplement, termination or waiver, promptly provide the Company with a copy thereof). Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.55.6; and (2) the “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee LettersLetter” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments under the Debt Commitment Letters, except for replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a)5.6.

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each Each of Parent and Merger Sub (will not, without the Company’s prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or as contemplated by the “flex” provisions included in the Fee Letters) will not delayed), permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Equity Commitment Letter. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will not, without the Company’s prior written consent, permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letters if such amendment, modification or waiver would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Debt Financing (unless the amount of the Equity Financing is increased by an equivalent amountamount from the Equity Financing Sources as of the date hereof); (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, would reasonably be expected to (A) materially delay or prevent the Closing DateClosing, (iii) make the funding of the Debt Financing materially less likely to occur; or (B) make the timely funding of the Financing on the Closing Date, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respect; or (iiiiv) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, Company to consummate the transactions contemplated under this Agreement at the Closing or the to enforce its rights against the other parties to the Financing Debt Commitment Letters or the definitive agreements likelihood of the consummation of the transactions contemplated under this Agreement to be consummated at the Closing. Parent will promptly provide the Company with respect theretoexecuted copies of any amendments or modifications to the Financing Letters. Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.5; 6.5 and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments individual lender under the Debt Commitment Letters, except for (y) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters and (z) replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a).

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Parent, Merger Sub (without and the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) Guarantors will not permit any amendment amendment, replacement, supplement or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, replacement, supplement, modification or waiver would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Financing, including by changing the amount of the fees to be paid or the original issue discount of the Debt Financing (unless Financing, to any amount less than the Equity Financing is increased by an equivalent amount)Required Amount; (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) materially delay or prevent the Closing Date; or (B) make the timely funding of the Financing on the Closing DateFinancing, or the satisfaction of the conditions to obtaining the Financing on the Closing DateFinancing, less likely to occur in any respect; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto; provided that Parent may (without the consent of the Company) replace, modify, waive or amend the Debt Commitment Letter (1) in accordance with the “market flex” provisions thereof and (2) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement in accordance with the terms in effect on the date hereof. Parent shall promptly furnish to the Company a copy of any amendment, replacement, supplement, modification or waiver relating to the Financing Letters. Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.5modified; and (2) “Equity Commitment LetterLetters,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5modified. Parent will not (without consent of the Company) release or consent to the termination of any Commitments individual lender under the Debt Commitment Letters prior to the first to occur of Closing and the expiration of the Debt Commitment Letter in accordance with its terms, except for (a) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, except for ; or (b) replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a6.6(d).

No Amendments to Financing Letters. Subject Prior to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar partiesClosing, each of Parent and Merger Sub (shall not, without the prior written consent of the Company Company, agree to, or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment withdrawal, rescindment, amendment, replacement, supplement or modification to be made to, or any waiver of any provision or remedy pursuant toto or consent under, the Financing Letters or the definitive agreements relating to the Financing if such withdrawal, rescindment, amendment, modification replacement, supplement, modification, consent or waiver would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Debt Financing (unless or the Equity Financing is increased cash proceeds available therefrom) below the amount required to consummate the transactions contemplated by an equivalent amount)this Agreement; (ii) impose new or additional conditions precedent to the Financing or otherwise expand, amend or modify any of the existing conditions to the receipt of the Financing Financing; (iii) expand, amend, or modify any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) prevent, impair or materially delay or prevent the Closing Dateand the funding of the amount of the Financing required to consummate the transactions contemplated by this Agreement; or (B) make the timely funding of the Financing on the Closing Date, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respect; or (iiiiv) adversely impact in any material respect the ability of Parent, Parent or Merger Sub or the CompanySub, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto. Any reference in thereto (provided that (subject to compliance with the other provisions of this Agreement Section 6.5(a)), Parent and Merger Sub may amend the Debt Commitment Letter to (1A) add additional lenders, arrangers, bookrunners, managers or agents that have not executed the Debt Commitment Letter as of the date of this Agreement) (it being understood that the aggregate commitments of the Financing Sources party to the Commitment Letters prior to such amendment, modification or waiver (but not the aggregate commitments thereunder) may be reduced in the amount of such additional party’s commitment) or (B) increase the aggregate amount of the Financing. Parent shall promptly furnish to the Company true and complete copies of any amendment, replacement, supplement, modification, consent or waiver relating to the Financing Letters or any definitive agreements relating to the Financing. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 6.5(a), references to the “Financing Letters” and “Debt Commitment Letter” shall include such documents as permitted to be amended, supplemented or modified under this Section 6.5(a), and references to the “Financing” will and “Debt Financing” shall include the financing contemplated by the Financing Letters Debt Commitment Letter as amended permitted to be amended, supplemented or modified in compliance with this Section 6.5; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments under the Debt Commitment Letters, except for replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a).

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any termination, replacement, amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Debt Commitment Letters if such amendment, replacement, modification or waiver would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Debt Financing (Financing, including by changing the amount of the fees to be paid or the original issue discount of the Financing, unless the Equity Financing aggregate amount of the Financing, together with other financial resources available to Parent, is increased sufficient to consummate the transactions contemplated by an equivalent amount)this Agreement; (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) prevent, impede or delay or prevent the Closing Date; or (B) make the timely funding consummation of the Financing on the Closing Date, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respectClosing; or (iii) materially adversely impact the ability of Parent, Parent or Merger Sub or the CompanySub, as applicable, to enforce its rights against the other parties Parties to the Financing Letters or the definitive agreements with respect thereto; or (iv) prevent, impede or materially delay the timely consummation of the Financing or the Closing. Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Debt Financing Letters as amended amended, replaced or modified in compliance with this Section 6.5modified; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended amended, replaced or modified in compliance with this Section 6.5modified. Parent will not release or consent to the termination of any Commitments individual lender under the Debt Commitment Letters, except for (a) adding additional arrangers or agents under the Debt Commitment Letters (and reallocating the commitments of the Debt Financing Sources thereunder in connection with such addition); or (b) replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to as permitted by Section 6.5(a) or as required by Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a).

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any replacement, amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Financing Letters if such amendment, replacement, modification or waiver would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Debt Financing Financing, including by changing the amount of the fees to be paid or the original issue discount of the Financing, unless (unless A) the Equity Financing is increased by an equivalent amount)amount or (B) the aggregate amount of the Financing would still be sufficient to fund all of the amounts required to be provided by Parent or Merger Sub for the consummation of the transactions contemplated by this Agreement; (ii) impose new or additional conditions or otherwise expand, amend or modify any of the existing conditions to the receipt of the Financing or any other terms (solely to the Financing in a manner that, in each case, would reasonably be expected to (A) delay extent such amendment or prevent the Closing Date; or (B) make the timely funding of the Financing modification does not have an adverse impact on the Closing Date, or the satisfaction of the conditions to obtaining the Financing on the Closing Date, less likely to occur in any respectCompany); or (iii) adversely impact the ability of Parent, Parent or Merger Sub (or their Affiliates party thereto) or the Company, as applicable, to enforce its rights against the other parties Parties to the Financing Letters or the definitive agreements with respect thereto; (iv) prevent, impede or materially delay the timely consummation of the Financing or the Closing; or (v) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur; provided that, for the avoidance of doubt, Parent and Merger Sub, as applicable, may amend or modify (or amend and restate) the Debt Commitment Letter, any fee credit or discount or engagement letters, solely to (X) add lenders, lead arrangers, bookrunners, syndication agents or any Person with similar roles or titles who had not executed the Debt Commitment Letter as of the date of this Agreement, (Y) amend titles, allocations and fee sharing arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers or similar entities and/or (Z) increase the amount of Debt Financing thereunder. Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Debt Financing Letters as amended amended, replaced or modified in compliance with this Section 6.5modified; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended amended, replaced or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments under the Debt Commitment Letters, except for replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a)modified.

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee LettersCompany) will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount); (ii) impose new or additional conditions or otherwise other terms that would expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing in a manner that, in each case, would reasonably be expected to (A) delay or prevent the Closing Date; or (B) make the timely funding of the Financing on the Closing DateFinancing, or the satisfaction of the conditions to obtaining the Financing on the Closing DateFinancing, less likely to occur in any respect; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto. Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 6.5; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5. Parent will not release or consent to the termination of any Commitments individual lender under the Debt Commitment Letters, except for (y) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters and (z) replacements of the Debt Commitment Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a).

No Amendments to Financing Letters. Subject to the terms and conditions of this Agreement, other than amendments or modifications to add additional arrangers, bookrunners, lenders or similar parties, each of Parent and Merger Sub (without the prior written consent of the Company or as contemplated by the “flex” provisions included in the Fee Letters) will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, modification or waiver would, or would reasonably be expected to to, (i) reduce the aggregate amount of the Financing (in each case, except as expressly permitted therein), including in the case of the Debt Financing Letters, by changing the amount of fees to be paid or the original issue discount of the debt to an amount, taken together with other reasonably available financial resources of Parent and its controlled Affiliates, that would be less than the amount required to consummate the Transactions and make the other payments required to be made by Parent, Merger Sub or Company hereunder or otherwise contemplated in connection herewith (unless and including, for the Equity avoidance of doubt, on the timelines contemplated in this Agreement) and repay or refinance the debt contemplated in this Agreement or the Financing is increased by an equivalent amount)Letters; (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or expand the information required to be provided by the Company; (iii) expand, amend or modify any other terms to the Financing in a manner that, in each case, that would reasonably be expected to (A) delay or prevent the Closing Date; or (B) make the timely funding of the Financing on the Closing DateFinancing, or the satisfaction of the conditions to obtaining the Financing on the Closing DateFinancing, less likely to occur in any respect; or (iiiiv) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto. Any reference in thereto (including any right to seek or obtain specific performance of the Financing Letters); provided, however, for the avoidance of doubt, Parent may amend, replace, supplement and/or modify the Debt Financing Commitments solely (I) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement (including in replacement of a lender), if the addition of such additional parties, individually or in the aggregate, would not prevent, delay or impair the availability of the Debt Financing when required to be funded or the satisfaction of the conditions to obtaining the Debt Financing, in each case on the Closing Date, or (1II) to implement or exercise of any “flex” provisions provided in the Redacted Fee Letter as in effect as of the date of this Agreement. The term “FinancingDebt Financing Letters” will include shall mean the financing contemplated by the Debt Financing Letters as amended amended, replaced, supplemented or modified by any such amendment, supplement or modification has been made in compliance with this Section 6.5; and (2) “Equity Commitment Letter,” “Debt Commitment Letters,” “Fee Letters” or “Financing Letters” will include such documents as amended or modified in compliance with this Section 6.5, including any alternative financing. Parent will fully pay, or cause to be paid, all commitment and other fees under or arising pursuant to the Debt Financing Letters as and when they become earned, due and payable. In addition to the foregoing, Parent shall not release or consent to the termination of the Debt Financing Letters or of any Commitments lender under the Debt Commitment LettersFinancing Letters (excluding, for the avoidance of doubt, an assignment as contemplated in the foregoing proviso), except for replacements of the Debt Commitment Financing Letters (x) with alternative financing commitments pursuant to Section 6.5(d) and (y) that do not violate the first sentence of this Section 6.5(a6.5(c).