Common use of Debt Financing Clause in Contracts

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser shall use their its reasonable best efforts to assist take, or cause to be taken, all actions, and shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Company Financing Amounts on or prior to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofClosing, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letters Letter (including including, as necessary, the “flex” provisions contained in any flex provisionsrelated fee letter) or or, if available, on other terms no that (A) are acceptable to Purchaser, (B) would not reduce the aggregate amount of the Debt Financing such that the aggregate amount of the Debt Financing would be less favorable than the Financing Amounts, (C) would not impose new or additional conditions precedent to the Companyavailability of the Debt Financing or adversely expands, amends or modifies any of the existing conditions precedent to the Debt Financing as compared to the conditions as of the date hereof, (D) would not reasonably be expected to adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter, (E) would not reasonably be expected to hinder, delay or prevent the Closing and (F) would otherwise be permitted by this Section 5.20 and (iii) satisfy on a timely basis all conditions applicable to (and within control of) Purchaser in the Debt Commitment Letters that are within their control Letter and (iv) upon satisfaction the Definitive Agreements and complying with its obligations thereunder. Purchaser shall use its reasonable efforts to comply with its obligations, and enforce its rights, under the Debt Commitment Letter and Definitive Agreements. Without limiting the generality of the foregoing, in the event that all conditions set forth contained in the Debt Commitment LettersLetter (other than consummation of the transactions contemplated by this Agreement and those conditions that by their nature are to be satisfied or waived at Closing) have been satisfied, consummate Purchaser shall use its reasonable best efforts to cause the Financing Parties to fund the Debt Financing at or prior required to consummate the Closing; it being understood that, if any portion of the Debt Financing to be provided as transactions contemplated by this Agreement and pay the Debt Commitment Letters pursuant Closing Purchase Price and the Final Purchase Price to a public offeringSeller (or one of its designated Affiliates), private offering under Rule 144A as and when contemplated by this Agreement, and to pay or otherwise has not been provided, perform all obligations of Purchaser under this Agreement and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment LettersAncillary Agreements. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and Purchaser shall give each other Seller prompt notice of any material adverse change with respect breach by any party to such the Debt Financing as promptly as practicableCommitment Letter or Definitive Agreements of which Purchaser has become aware or any termination of the Debt Commitment Letter or Definitive Agreements.

Debt Financing. The Company has delivered to Investor and the Lien Purchasers complete and correct copies of (ai) The Companya fully executed commitment letter from the financial institutions named therein (the “Debt Commitment Letter”), MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts together with any related fee letter(s) (the “Fee Letter(s)),” pursuant to assist which such financial institutions (the Company to arrange and obtain the Debt “Financing on Source”) have committed, upon the terms and subject to the conditions described in set forth therein, to enter into the Amended and Restated Credit Agreement. As of the date hereof the Debt Commitment Letters Letter is in full force and effect and constitutes a valid and binding obligation of the Company and, to the knowledge of the Company, the Financing Sources, enforceable against such parties in accordance with its terms, except as promptly as practicable after may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, and subject to principles of equity and public policy. All fees (including amounts previously owed but unpaid) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereofhereof or are fully set forth in the Commitment Letter (or the Fee Letter(s)) and will be duly paid in full or waived, including their reasonable best efforts to (i) maintain in effect as applicable, as and when due and the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on Company has otherwise satisfied all of the other terms and conditions contained in required to be satisfied by it pursuant to and at the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions times required as set forth in the Debt Commitment Letters, consummate Letter (or the Debt Financing at Fee Letter(s)) on or prior to the Closing; it being understood thatdate hereof. The Debt Commitment Letter and the Fee Letter(s) have not been amended, if any portion modified or terminated on or prior to the date hereof and no such amendment, modification or termination is contemplated as of the Debt Financing date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be provided as contemplated effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLids). As of the date hereof no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters Letter. The execution of the Amended and Restated Credit Agreement is subject to provide the bridge financing contemplated by and on the terms and no conditions (including any applicable “flex” provisions) precedent other than those expressly set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status copies of the Debt Financing contemplated Commitment Letter delivered by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect Company to such Debt Financing as promptly as practicableInvestor prior to the date hereof.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary or advisable to obtain the Debt Financing contemplated by the Debt Commitment Letter on the terms and subject to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter (including any definitive agreements entered into in connection therewith) until the earliest of the consummation of the Transactions, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions in the Debt Financing Agreements (as defined below) and in the Debt Commitment Letter applicable to Parent and Merger Sub (and that are within their control) to obtaining the Debt Financing contemplated thereby, (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters Letter (including any as modified, to the extent exercised, by the flex provisionsprovisions applicable thereto) or otherwise consistent in all material respects with the Debt Commitment Letter and on other terms no less favorable that would not (A) add any condition precedent to funding of the Debt Financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the Companyreceipt of the Debt Financing, or (iiiB) satisfy on a timely basis reduce the amount of the Debt Financing below an amount necessary (together with the proceeds of the Preferred Stock Issuance) to fund all conditions in of the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement (including the payment of the Cash Merger Consideration) (such definitive agreements, together with the Debt Commitment Letters that are within their control Letter, the “Debt Financing Agreements”), and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood , taking into account the anticipated timing of the Marketing Period (which efforts shall include making demand upon the Financing Sources to consummate the Debt Financing to the extent the conditions thereto have been satisfied (other than those which are dependent upon, or are to occur simultaneously with, the funding of the Debt Financing)), in each case, subject to the Company’s compliance with its obligations under Section 6.8(c) (other than any failures to comply with Section 6.8(c) that, individually and in the aggregate, are not material) (together with the proceeds of the Preferred Stock Issuance). Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing to the extent reasonably requested by the Company for purposes of monitoring the progress of the activities relating to the Debt Financing to the extent not prohibited by the confidentiality provisions contained in the Debt Financing Agreements. Without limiting the generality of the foregoing, Parent will promptly notify the Company (A) if Parent becomes aware of any material breach or material default by any party to any of the Debt Financing Agreements, (B) of the receipt of any written notice or other written communication from any Financing Source with respect to (x) any material breach, default, termination or repudiation under or in respect of any Debt Financing Agreement by any party thereto or (y) any material dispute or material disagreement between or among any parties to any of the Debt Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing necessary to fund the Transactions and (C) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the amounts required to be provided as contemplated by Parent or Merger Sub for the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt consummation of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableTransactions.

Debt Financing. (a) The CompanyCompany shall use commercially reasonable efforts to, MCK and Echo Holdco shall cause its Subsidiaries and its and their respective Subsidiaries shall Representatives to use their commercially reasonable best efforts to assist the Company to arrange to, at Parent’s sole expense for any and obtain the Debt Financing on the terms all reasonable and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to documented out-of-pocket expenses directly and solely related thereto (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including excluding any flex provisions) or on other terms no less favorable to such fees of the Company’s Representatives), (iii) satisfy provide on a timely basis all conditions such reasonable assistance and cooperation in connection with the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status arrangement of the Debt Financing contemplated by the Debt Commitment Letters Financing Commitments as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and shall give each its Subsidiaries), including (i) making senior management of the Company reasonably available for customary lender meetings and “roadshow” presentations and cooperating with prospective lenders in performing their due diligence, (ii) subject to the Confidentiality Agreement, providing due diligence materials to the parties to the Debt Financing Commitments or other notice of any material adverse change potential financing sources, (iii) furnishing all financial statements and financial and other information that are reasonably required (and reasonably available to the Company) in connection with respect to such Debt Financing, (iv) assisting Parent and its debt financing sources in the preparation of, and executing, if applicable, an offering document and definitive transaction documents for such Debt Financing and materials for rating agency presentations, (v) cooperating with the marketing efforts of Parent and its debt financing sources for such Debt Financing, (vi) providing such other documents as promptly as practicablemay be reasonably requested by Parent (and reasonably available to the Company) in connection therewith, and (vii) facilitating the pledge of collateral (including the release of any Liens on the assets of the Company and its Subsidiaries) to secure the Debt Financing at and after the Closing; provided, that none of the Company or any Subsidiary, and none of their respective directors, officers or employees, shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Closing.

Debt Financing. (ai) The CompanySubject to the terms and conditions of this Agreement, MCK each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their its respective reasonable best efforts to assist the Company to arrange and (A) obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable Letter (including any “market flex” terms therein or in the Fee Letter, and after taking into account the date hereofanticipated timing of the Marketing Period), including their reasonable best efforts to (iB) maintain in effect the Debt Commitment Letters, (ii) Letter and negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions contained set forth in the Debt Commitment Letters Letter (including any flex provisions) “market flex” terms therein or on other terms no less favorable to in the CompanyFee Letter), (iiiC) satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth in the Debt Commitment Letters such definitive agreements that are within their control reasonable control, and (ivD) comply with its obligations under the Debt Commitment Letter, and (E) upon satisfaction of the conditions set forth in the Debt Commitment LettersLetter, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each Letter at the Closing. In the event that all conditions in the Debt Commitment Letter (other notice than the availability of funding of any material adverse change with respect of the Equity Financing) have been satisfied or upon funding will be satisfied, and the Closing is required to occur pursuant to Section 1.3, each of Parent and Merger Sub shall use its reasonable best efforts to cause such lenders and the other Persons providing such Debt Financing as promptly as practicableto fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries 13.13.1 Each Buyer Party shall use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the consummate its respective Debt Financing on the terms and conditions described in the its respective Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (iia) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Companytherein, (iiib) satisfy on a timely basis all terms, covenants and conditions applicable to such Buyer Party in the Debt Commitment Letters that are within their control such definitive agreements, and (ivc) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the ClosingInitial Closing Date; it being understood thatprovided, however, that if a Buyer Party has raised through alternative sources sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price and any costs or expenses incurred by such Buyer Party in connection with the consummation of the Contemplated Transactions without any proceeds under such Debt Financing, such Buyer Party shall have no obligation to arrange Debt Financing on the terms and conditions described in its respective Debt Commitment Letter or otherwise. In the event any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and either Buyer Party becomes unavailable on the terms and conditions (including any applicable “flex” provisions) set forth contemplated in the applicable Debt Commitment LettersLetter, and to the extent such Buyer Party will not have sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price without some or all of the proceeds under such Debt Financing, such Buyer Party shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to such Buyer Party (as determined in the reasonable judgment of such Buyer Party) as promptly as practicable following the occurrence of such event. Each Buyer Party will furnish correct and complete copies of the Company, MCK and Echo Holdco shall keep each other reasonably informed all definitive agreements with respect to all material activity concerning the status of the Debt Financing contemplated by to Seller promptly upon their execution. No Buyer Party shall amend or alter, or agree to amend or alter, the Debt Commitment Letters and shall give each other notice in any manner that would prevent or materially impair or delay the consummation of any material adverse change with respect to such Debt Financing as promptly as practicablethe Contemplated Transactions without the prior written consent of Seller.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts efforts, and shall cause each of its Subsidiaries to assist the Company use its reasonable best efforts, to arrange take, or cause to be taken, all actions, and do, or cause to be done, all things necessary to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetters, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment LettersLetters (subject to any amendment, replacement, supplement, termination modification or waiver permitted elsewhere under this Section 5.22), (ii) negotiate negotiating and enter entering into (on or prior to the Closing Date) definitive agreements with respect thereto on to the terms and Debt Financing including any joinder agreements, indentures, or credit agreements entered into in connection therewith (the “Definitive Agreements”), that are (A) consistent with the conditions contained in the Debt Commitment Letters (including including, as necessary, the “flex” provisions contained in any flex provisionsrelated fee letter)) or (B) on other terms no that, with respect to conditionality, are not less favorable to the CompanyParent (taken as a whole), (iii) satisfy on satisfying (or obtaining a timely basis waiver of) all conditions in the Debt Commitment Letters and the Definitive Agreements that are applicable to and within their the reasonable control of Parent and are necessary to enable the consummation of the Debt Financing concurrently with or prior to Closing, (iv) upon satisfaction of assuming that all conditions contained in the conditions set forth in applicable Debt Commitment Letter have been satisfied, consummating the Debt Financing concurrently with or prior to the Closing, and (v) enforcing its rights under the Debt Commitment Letters, consummate in each case, in a timely and diligent manner; provided that, notwithstanding anything in this Agreement to the contrary, (1) nothing in this Section 5.22(a) will limit the ability of Parent or its Subsidiaries to pursue the Debt Financing at in any manner not otherwise prohibited by this Agreement and (2) in no event shall Parent or prior its Subsidiaries be required to the Closing; it being understood that, if pay any portion of fees or any interest rates applicable to the Debt Financing to be provided as in excess of those contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to as in effect on the Parties’ obligations hereunder shall have been satisfied or waived date hereof (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closingincluding any flex provisions), the Company shall draw upon the commitments under the or agree to any term (including any flex term) less favorable to Parent than such term contained in such Debt Commitment Letters to provide the bridge financing contemplated by and as in effect on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicabledate hereof.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitment, including their commercially reasonable best efforts to (i) maintain in effect the Debt Commitment LettersFinancing Commitment, (ii) negotiate satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Debt Financing, (iii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Financing Commitment Letters (including any flex provisions) or on other terms no less favorable to consistent in all material respects with the CompanyFinancing Commitment, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that. Parent shall give the Company prompt notice (A) of any material breach by any party of the Financing Commitment of which Parent or Merger Sub becomes aware, (B) if and when Parent or Merger Sub becomes aware that any portion of the Debt Financing to be provided as financing contemplated by the Debt Financing Commitment Letters pursuant will not be available to consummate the Transactions and (C) of any termination of the Financing Commitment. Parent shall keep the Company informed on a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent reasonably current basis in reasonable detail of the status of their efforts to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of arrange the Debt Financing or Alternative Financing and those conditions which provide to the Company copies of executed copies of the definitive documents related to the Debt Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their nature terms). If the Financing Commitment shall expire or terminate for any reason, Parent shall use its reasonable best efforts to promptly obtain, and will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), promptly provide the Company shall draw upon with a copy of, a new financing commitment that provides for an amount of financing sufficient to consummate the commitments under the Debt Commitment Letters to provide the bridge financing transactions Execution Copy contemplated by hereby and on the other terms and conditions (including any applicable “flex” provisions) set forth the aggregate effect of which is not materially adverse to Parent in comparison with those contained in the Debt Financing Commitment Lettersas originally issued (an “Alternate Financing”). Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Any Alternate Financing contemplated may be made by the Debt Lenders or other lenders that are parties to the Financing Commitment Letters as originally issued or another bona fide lender or lenders acceptable to the Parent. Parent shall accept any such commitment letter if the funding conditions and shall give each other notice of any material terms and conditions contained therein are not materially adverse change to Parent in comparison with respect to such Debt those contained in the Financing Commitment as promptly as practicableoriginally issued.

Debt Financing. (a) The Company10.1 AerCap shall use, MCK and Echo Holdco and their respective shall cause its Subsidiaries shall use their to use, reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after Credit Agreement and any related fee letters (the date hereof“Fee Letters”), including their using reasonable best efforts (a) to (i) maintain in effect the Debt Commitment LettersCredit Agreement, (iib) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters to satisfy (including any flex provisionsor cause its Subsidiaries to satisfy) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in to obtaining the Debt Commitment Letters Financing that are applicable to it and within their its control and (iv) upon satisfaction of the conditions as set forth in the Debt Commitment Letters, Credit Agreement and (c) to consummate the Debt Financing contemplated by the Credit Agreement at or prior to the Closing; it being understood that, if Completion and to timely cause the Lenders to fund the Debt Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Credit Agreement, AerCap shall promptly notify the Parent and the Seller of such unavailability and, to its knowledge, the reason therefor, and AerCap shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated hereby and that are not materially less favorable, taken as a whole, to the Company or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Credit Agreement. AerCap shall deliver to the Parent and the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters and engagement letters may be provided redacted in a customary manner). AerCap shall not agree to (x) any consent, amendment, supplement or other modification to the Credit Agreement that purports to assign any Lender’s obligation to fund under the Credit Agreement on the Completion Date or (y) any other assignment of funding obligations under the Credit Agreement, in each case, prior to the funding of the Debt Financing on the Completion Date, in either case without the Parent’s prior written consent. Except as contemplated by in the “market flex” provisions of the Fee Letters, AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, the Credit Agreement if such amendment, supplement, modification or waiver (A) reduces the aggregate amount of the Debt Commitment Letters pursuant to Financing, (B) adds any covenants or conditions, compliance with which would result in a public offeringbreach or default under any Indebtedness of any Company Group Member, private offering under Rule 144A or (C) imposes new or additional conditions or otherwise has not been providedexpands, and all amends or modifies any of the conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing in a manner that would reasonably be expected to (I) delay or prevent the Completion, (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (III) reduce the aggregate amount of the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Credit Agreement or the other definitive agreements relating to the Debt Financing. AerCap shall promptly deliver to Parent, Seller and those conditions the Company copies of any amendment, supplement or other modification of the Credit Agreement that either (x) is otherwise permitted under this clause 10.1 or (y) has been consented to in writing by the Parent. AerCap shall give the Parent and the Seller prompt written notice of (x) any material breach by any party to the Credit Agreement of which by their nature AerCap becomes aware or any termination of the Credit Agreement, or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders to the Credit Agreement or the definitive agreements related thereto with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be satisfied except by actions taken at the Closing, but subject able to the their satisfaction at the Closing), the Company shall draw upon the commitments under obtain all or any portion of the Debt Commitment Letters to provide the bridge financing contemplated by and Financing on the terms and conditions (including any applicable “flex” provisions) set forth conditions, in the Debt Commitment Lettersmanner or from the sources contemplated by the Credit Agreement or the definitive agreements related thereto, AerCap shall deliver prompt written notice to the Seller. Each of the Company, MCK and Echo Holdco AerCap shall keep each other the Seller informed on a reasonably informed with respect to all material activity concerning current basis in reasonable detail of the status of its efforts to arrange the Debt Financing contemplated by and provide to the Seller copies of all related documents. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Commitment Letters and shall give each other notice Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any material adverse change with respect to such Debt Financing as promptly as practicableof its respective obligations hereunder.

Debt Financing. (aa)The parties hereto acknowledge that Parent may attempt to arrange third party debt financing for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) The Companyand, MCK and Echo Holdco and their respective Subsidiaries if Parent so chooses to seek the Debt Financing, prior to the Closing, the Company shall use their reasonable best efforts to assist provide, and shall cause each Subsidiary of the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their use reasonable best efforts to (i) maintain provide, and shall use reasonable best efforts to cause its and their respective officers, directors, employees, accountants, consultants, legal counsel, affiliates and agents to provide such cooperation in effect connection with the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion arrangement of the Debt Financing as may be reasonably requested by Parent, including, but not limited to, the use of reasonable best efforts with respect to: (i) making available to Parent such financial and other pertinent information regarding the Company and each Subsidiary of the Company as may be provided reasonably requested by Parent, including (A) the unaudited financial statements of the Company for each fiscal quarter of the Company, other than the final fiscal quarter of any fiscal year, ended after May 31, 2023 and at least forty-five (45) days prior to the Closing and the audited financial statements of the Company for any fiscal year of the Company ended after August 31, 2022 and at least ninety (90) days prior to the Closing and (B) such information as contemplated by is necessary to allow Parent, its advisors and the Debt Commitment Letters pursuant Financing Sources to a prepare pro forma financial statements; (ii) the delivery of customary authorization letters (including customary representations with respect to accuracy of information and absence or inclusion of material non-public offeringinformation, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent in each case with respect to the Parties’ obligations hereunder shall have been satisfied Company); (iii) assisting with the preparation of lender and investor presentations, rating agency presentations, marketing materials and other similar documents and materials in connection with the Debt Financing and participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with providers or waived (other than receipt potential providers of the Debt Financing and those conditions ratings agencies and otherwise assisting in the marketing efforts of Parent and its financing sources; (iv) delivering, at least three (3) Business Days prior to Closing, all documentation and other information as is reasonably requested by Parent at least nine (9) days prior to Closing with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and beneficial ownership regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230); and (v) assisting with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, customary officer’s certificates and corporate resolutions, as applicable) as may reasonably be requested and subject to the occurrence of the Closing; provided, however, that nothing in this ‎Section 6.06(a) will require any such cooperation to the extent that it would (1) require the Company or any of its Subsidiaries to pay ​ ​ any fees or reimburse any expenses prior to the Closing for which it has not received prior reimbursement by their nature will or on behalf of Parent, (2) require the Company or any of its Subsidiaries to enter into any certificate, agreement, arrangement, document or instrument that is not contingent upon the Closing or that would be satisfied except by actions taken at effective prior to the Closing (other than the customary authorization letters described above), (3) require the Company or any of its Subsidiaries to give to any other Person any indemnities in connection with the Debt Financing that are effective prior to the Closing, but subject (4) require the Company or any of its Subsidiaries to enter into or approve any debt financing or any definitive agreement for the Debt Financing that would be effective prior to the their satisfaction at Closing (other than the Closingcustomary authorization letters described above), (5) unreasonably interfere with the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each ongoing business operations of the Company, MCK (6) require or result in contravention of any Applicable Law, the organizational documents of the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or the terms of any material contract binding on the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or (7) cause any condition to Closing set forth in this Agreement to fail to be satisfied by the End Date or otherwise result in a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company and Echo Holdco its Subsidiaries shall keep each not be required to provide, and Parent shall be solely responsible for, (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other reasonably informed with respect pro forma adjustments desired to be incorporated into any pro forma financial information, (2) any description of all material activity concerning the status or any component of the Debt Financing contemplated by Financing, including any such description to be included in any liquidity or capital resources disclosure and (3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableFinancing.

Debt Financing. (a) The CompanyCompany shall, MCK and Echo Holdco and their respective shall cause each of its Subsidiaries shall to, use their its reasonable best efforts to assist cause its and their respective officers, employees, advisors, auditors and agents to, provide all cooperation and assistance reasonably necessary (subject to the limitations set forth in Section 6.6(a)) in connection with the arrangement of the Debt Financing, including (i) participation in meetings, due diligence sessions and sessions with rating agencies, (ii) preparation of business projections, financial statements, offering memoranda, private placement memoranda, prospectuses and similar documents and (iii) delivery of comfort letters of accountants, consents of accountants for use of their reports in any materials relating to the Debt Financing, in each case, as may be reasonably requested by Parent. The Company agrees to allow Parent's accounting representatives the opportunity to review the financial statements in draft form and to allow such representatives access to the Company and supporting documentation with respect to arrange the preparation of such financial statements and obtain the independent auditors' working papers relating to procedures performed relating to such financial statements. Notwithstanding the foregoing, (i) the Company and its Subsidiaries shall not be required to execute any agreements prior to the Closing unless such agreements shall only be effective upon the Closing, (ii) counsel for the Company shall not be required to deliver any legal opinions, (iii) none of the Company or its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing on prior to the terms Closing and conditions described (iv) all obligations in the Debt Commitment Letters as promptly as practicable after this Section 6.16 shall be subject to applicable laws relating to exchange of information and attorney-client communication and privileges. Following the date hereof, including their reasonable best efforts Parent shall promptly disclose to (i) maintain in effect the Company any amendment or modification, or any termination or cancellation of, the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableFinancing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take or cause to be taken all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on (including, to the terms and conditions described in extent required, complying with the Debt Commitment Letters as promptly as practicable after full exercise of the date hereof“flex” provisions) at or prior to the Closing, including their using its reasonable best efforts to to: (i) maintain in effect the Debt Commitment Letters in accordance with the terms and subject to the conditions (including the “flex” provisions) thereof, (ii) comply with its obligations under the Debt Commitment Letters, (iiiii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including the “flex” provisions) contained in the Debt Commitment Letters as promptly as practicable after the date hereof, but in no event later than the Closing, or on such other terms and conditions no less favorable in the aggregate to Parent and Merger Sub than the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on provided that such other terms no less favorable would not reasonably be expected to materially delay or hinder the CompanyClosing), (iiiiv) satisfy on a timely basis (or obtain the waiver of) all conditions to funding that are within the control of Parent and Merger Sub in the Debt Commitment Letters (or definitive agreements entered into with respect to the Debt Commitment Letter), (v) unless it has obtained alternative financing pursuant to Section 6.16(c) hereof, enforce its rights pursuant to the Debt Commitment Letters, and (vi) in the event that all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of have been satisfied, cause the conditions set forth in the Debt Commitment Letters, consummate Financing Sources to fund the Debt Financing at or prior to the Closing; it being understood that. Parent will pay, if any portion of the Debt Financing or will cause to be provided as contemplated by the Debt Commitment Letters pursuant to a public offeringpaid, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments fees arising under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablethey become due.

Debt Financing. (a) The Company, MCK Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Debt Financing set forth in the Debt Commitment Letter that are within their control, and (iii) arrange the Debt Financing at or promptly after the Acceptance Time (with respect to amounts required to consummate the Offer) and at or prior to the Closing Date (with respect to amounts required to consummate the Merger and make such other payments required at the Effective Time pursuant to the terms hereof), including using their respective commercially reasonable efforts to: (A) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the CompanyLetter, (iiiB) satisfy on a timely basis all conditions in cause the Lenders and any other Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate Financing Source to fund the Debt Financing at or promptly after the Acceptance Time (with respect to amounts required to consummate the Offer) and at or prior to the Closing; it being understood that, if any portion of Closing Date (with respect to amounts required to consummate the Debt Financing to be provided as contemplated by Merger and make such other payments required at the Debt Commitment Letters Effective Time pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, the terms hereof) and all conditions precedent (C) seek to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments enforce its rights under the Debt Commitment Letters Letter if in Parent’s reasonable judgment it is commercially reasonable to provide do so. Parent shall not, and shall cause Merger Sub not to, without the bridge financing contemplated by and on prior written consent of the terms and Company, amend, modify, supplement or replace (1) any of the conditions (including any applicable “flex” provisions) set forth or contingencies to funding contained in the Debt Commitment Letters. Each of the CompanyLetter, MCK and Echo Holdco shall keep each or (2) any other reasonably informed with respect to all material activity concerning the status provision of the Debt Financing Commitment Letter, in either case, to the extent such amendment, modification or supplement would reasonably be expected to have the effect of materially adversely affecting the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement (it being understood that Parent and Merger Sub may (x) amend the Debt Commitment Letters and shall give each other notice Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of any material adverse change with respect to such Debt Financing as promptly as practicable.the date 39

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters Letter as promptly as reasonably practicable after the date hereof, including their its reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters Letter (including any flex “market flex” provisions) or on other terms no less favorable to the CompanyBuyer as to conditionality, (iii) satisfy on a timely basis all conditions applicable to Buyer in the Debt Commitment Letters Letter that are within their control and its control, (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Closing and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments v) enforce its rights under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions Letter (including any applicable “flex” provisions) set forth in by taking enforcement actions against the Debt Commitment Letterslenders). Each of the Company, MCK and Echo Holdco Buyer shall keep each other reasonably Seller informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter and shall give each other Seller notice of any material adverse change with respect to such Debt Financing as promptly as practicable. Without limiting the generality of the foregoing, Buyer shall give Seller prompt notice (x) of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements related to the Debt Financing, in each case of which Buyer becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Source with respect to any (1) material breach of Buyer’s obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, or default, termination or repudiation by any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter, in each case, with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing and (z) of the receipt of any notice or other communication (written or verbal) on the basis of which Buyer expects that a party to the Debt Financing will fail to fund the Debt Financing or is reducing the amount of the Debt Financing. As soon as reasonably practicable, but in any event within five Business Days of the date Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clauses (x), (y) or (z) of the immediately preceding sentence; provided that in no event will Buyer be under any obligation to disclose any information pursuant to clause (x), (y) or (z) above that is subject to attorney-client or similar privilege if Buyer shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege and such efforts were unsuccesful.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take or cause to be taken all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on at or prior to the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofClosing, including their using its reasonable best efforts to to: (i) maintain in effect the Debt Commitment LettersLetter in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Debt Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) Letter as promptly as practicable after the date hereof, but in no event later than the Acceptance Time, or on such other terms and conditions no less favorable in the aggregate to Parent than the Company, (iii) satisfy on a timely basis all terms and conditions contained in the Debt Commitment Letters Letter (provided that are within their control and (iv) upon satisfaction such other terms would not reasonably be expected to delay or hinder the Acceptance Time or adversely impact the ability of Parent to obtain the conditions set forth in the Debt Commitment Letters, consummate proceeds of the Debt Financing at or prior to the Closing Date), (iv) satisfy (or seek waiver of) on a timely basis all conditions applicable to Parent in the Debt Commitment Letter (or definitive agreements entered into with respect to the Debt Commitment Letter), (v) prepare the information memoranda, preliminary and final offering memoranda or prospectuses, registration statements and other materials to be used in connection with obtaining the Debt Financing prior to the anticipated date on which all of the Offer Conditions have been satisfied or waived, to the extent reasonably practicable and (vi) in the event that all conditions in the Debt Commitment Letter have been satisfied, cause the Financing Sources to fund the Debt Financing at the Closing; it being understood provided, that, if any portion notwithstanding anything to the contrary herein, Parent shall not be required to arrange and obtain the proceeds of the Debt Financing to be provided as contemplated by in accordance with the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been providedforegoing clause (i) through (vi), and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at required to enter into definitive agreements with respect thereto, if the cash or other sources of immediately available funds Parent has or will have prior to the Closing, but subject to the their satisfaction at the Closing)including, without limitation, cash and cash equivalents (including short-term marketable securities) of the Company shall draw upon and the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice net proceeds of any material adverse change with respect Substitute Financing) are in an amount sufficient to such Debt Financing as promptly as practicableenable it to consummate the Merger and the other transactions contemplated hereby and to pay any related fees and expenses.

Debt Financing. (a) The Company, MCK Company has delivered to the Acquiror a true and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist complete copy of the Company to arrange and obtain the Debt Financing on the terms and conditions described in the executed Francisco Debt Commitment Letters as promptly as practicable after Letter and including all exhibits, schedules and annexes thereto. As of the date hereof, including their reasonable best efforts to (i) maintain in effect the Francisco Debt Commitment LettersLetter has not been amended, (ii) negotiate restated or modified, and enter into definitive agreements with respect thereto on the terms commitments contained therein have not been terminated, reduced, rescinded or withdrawn and conditions contained in no such termination, reduction, rescission or withdrawal thereof is contemplated by the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable Company or, to the knowledge of the Company, (iii) satisfy on a timely basis all conditions in any other party thereto. As of the date hereof, the Francisco Debt Commitment Letters that are within their control Letter is in full force and (iv) upon satisfaction effect and constitutes the legal, valid and binding obligations of the Company and, to the knowledge of the Company, the other parties thereto. As of the date hereof, to the knowledge of the Company, there are no written agreements, side letters, understandings, contracts or arrangements of any kind relating to the matters contemplated by the Francisco Debt Commitment Letter among the parties thereto (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 FP Financing). As of the date hereof, the FP Financing is subject to no conditions precedent or other contractual contingencies, other than those expressly set forth in the Francisco Debt Commitment LettersLetter. As of the date hereof, consummate to the knowledge of the Company, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach by the Company or any other party thereto under the Francisco Debt Financing at Commitment Letter. As of the date hereof, assuming the satisfaction of all of the conditions in Article IX, the Company has no reason to believe that (i) any of the conditions to funding set forth in the Francisco Debt Commitment Letter will not be satisfied on or prior to the Closing; it being understood that, if any portion of Closing Date or (ii) the Debt Financing to be provided as financing contemplated by the Francisco Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to Letter (the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature “FP Financing”) will not be satisfied except by actions taken at the Closing, but subject made available to the their satisfaction at Company on the Closing), Closing Date in accordance with the Company shall draw upon terms of the commitments under the Francisco Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableLetter.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its commercially reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after Letter by no later than on the date hereof, including their reasonable best efforts to Closing Date. Such actions shall include: (i) maintain maintaining in full force and effect the Debt Commitment LettersLetter in the form provided to the Seller and the Company concurrently with the execution of this Agreement, (ii) negotiate satisfying on a timely basis all of the conditions precedent to and enter into covenants in the Debt Financing, (iii) promptly negotiating, executing and delivering definitive agreements with respect thereto on documents (“Debt Financing Documents”) that reflect the terms and conditions contained in the Debt Commitment Letters Letter (including including, as necessary, agreeing to any flex provisions) or on other terms no less favorable requested changes to the Companycommitments thereunder in accordance with any “flex” provisions), in each case, which terms shall not in any respect expand on the conditions to the funding of the Debt Financing Proceeds at the Closing or reduce the aggregate amount of the Debt Financing Proceeds available to be funded on the Closing Date, (iiiiv) satisfy on a timely basis all conditions in drawing the full amount of the Debt Financing Proceeds and (v) promptly, diligently and fully enforcing its rights under the Debt Commitment Letters that are within their control Letter and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, Financing Documents in order to consummate the Debt Financing by no later than at the Closing including in the event of a breach by any lender providing such Debt Financing that impedes or delays the Closing (including by bringing one or more enforcement actions to enforce its rights thereunder). Buyer shall not, and shall not permit any of its Affiliates or Representatives to, without the prior to the Closing; it being understood that, if any portion written consent of the Debt Financing Seller, take or fail to take any action or enter into any transaction that could reasonably be provided as contemplated by the Debt Commitment Letters pursuant expected to a public offeringimpair, private offering under Rule 144A restrict, delay or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status prevent consummation of the Debt Financing contemplated by the Debt Commitment Letters and Letter or reduce the proceeds thereof or otherwise delay or limit their availability. Buyer shall give comply with all of its obligations under each of the Debt Financing Documents. Buyer shall not permit or consent to (w) any amendment, supplement or modification to be made to, or waiver or consent granted under, the Debt Commitment Letter if such amendment, supplement, consent, waiver or modification would directly or indirectly (A) change, expand or impose new conditions precedent to the funding of the Debt Financing Proceeds from those set forth therein on the date hereof, (B) change the timing of the funding of the Debt Financing Proceeds thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing Proceeds or the consummation of the Contemplated Transactions, (C) reduce the aggregate cash amount of the Debt Financing Proceeds (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (D) otherwise adversely affect the ability of Buyer to consummate the Contemplated Transactions or the timing of the Closing (collectively, the “Restricted Commitment Letter Amendments”); provided, that subject to the limitations set forth in this Section 7.7, Buyer may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof (but not to make any other notice changes), but only if the addition of such additional parties, individually or in the aggregate, would not (V) result in the occurrence of a Restricted Commitment Letter Amendment, (W) result in any waiver of any material adverse change with respect remedy under the Debt Commitment Letter, (X) result in early termination of the Debt Commitment Letter, (Y) prevent or delay the Closing, or (Z) adversely impact the ability of Buyer to such enforce its rights against the other parties to the Debt Commitment Letter or the Debt Financing Documents or the ability of Buyer, Seller or the Company to consummate the transactions contemplated hereby and thereby. For purposes of this Agreement, references to the “Debt Commitment Letter” shall include such document as promptly permitted or required by this Section 7.7 to be amended, modified or waived, in each case from and after such amendment, modification or waiver. Buyer acknowledges and agrees that its obligations to consummate the Contemplated Transactions are not conditioned or contingent upon receipt of the Debt Financing Proceeds and a failure of the Closing to occur because Buyer shall not have received the Debt Financing Proceeds shall constitute a breach of this Agreement by Buyer. Buyer shall keep the Seller fully informed, in all reasonable detail, of the status of its efforts to arrange and consummate the Debt Financing and of all material developments in respect thereof. Buyer shall provide the Seller with copies of any Debt Financing Documents (including drafts thereof) and such other information and documentation regarding the Debt Financing and any syndication efforts as practicableshall be reasonably necessary to allow the Seller to monitor the progress of the Debt Financing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitment Letters as promptly as practicable after the date hereofLetters, including their using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy all conditions applicable to Parent in such definitive agreements, (iii) comply with its obligations under the Debt Financing Commitment Letters, (iv) enforce its rights under the Debt Financing Commitment Letters and (v) in the event the Debt Financing Commitment Letters are terminated prior to the Closing, obtain a renewal of, or a substitute for, the Debt Financing Commitment Letters on terms and conditions comparable in all material respects to the terms and conditions contained contemplated in the Debt Financing Commitment Letters (including any flex provisions) or on other more favorable terms no less favorable to Parent. Notwithstanding anything to the Companycontrary in this Agreement, (iii) satisfy on a timely basis all conditions in Parent and the Debt Commitment Letters Company agree that are within their control and (iv) upon satisfaction of if at any time the conditions to closing set forth in the Debt Commitment Letters, consummate the Debt Financing at Section 4.1 or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall Section 4.2 have been satisfied or waived (other than receipt the conditions set forth in Section 4.2(d) and any conditions that may only be satisfied at Closing) and at such time the Notes (as defined in the Debt Financing Commitment Letters) have not been issued then Parent shall have a period of fifteen business days to either cause such Notes to be issued or cause the Interim Loans (as defined in the Debt Financing Commitment Letters) to be borrowed in full, it being understood that Parent shall not be required to cause such issuances or borrowings to occur if all conditions to Closing (other than Section 4.2(d)) are not satisfied at such time. In the event any portion of the Debt Financing becomes unavailable on terms and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject comparable in all material respects to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth contemplated in the Debt Financing Commitment Letters, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent. Each Parent shall give the Company prompt notice upon becoming aware of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all any material activity concerning the status breach by any party of the Debt Financing contemplated by Commitment Letters or any termination of the Debt Financing Commitment Letters Letters. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and shall give each other notice not permit any amendment or modification to be made to, or any waiver of any material adverse change with respect to such provision or remedy under, the Debt Financing as promptly as practicableCommitment Letters if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing, amends the conditions to the drawdown of the financing or is adverse to the interests of the Company or the Amalgamated Company in any other respect.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Each Buyer Party shall use their reasonable best efforts to assist the Company do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Debt Financing on or prior to the Closing Date on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof(subject to any “flex” provisions applicable thereto), including their reasonable best efforts to (i) maintain in effect the commitment for the Debt Financing set forth in the Debt Commitment Letters, (ii) negotiate negotiate, execute, and enter into deliver definitive agreements with respect thereto on to the Debt Financing having terms and conditions contained in contemplated by the Debt Commitment Letters (including any flex provisionsterms in the Debt Commitment Letters) and on such other terms that would not (A) reduce the aggregate amount of the Debt Financing such that the Buyer Parties would not have sufficient funds at Closing to pay the Required Financing Amount or (B) impose new or additional conditions to the receipt of the Debt Financing, or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to (1) materially delay the timing of the Debt Financing, (2) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (3) adversely affect in any material respect (x) the ability of the Buyer Parties to enforce their rights against the other parties to the Debt Commitment Letters or (y) the ability of the Buyer Parties to consummate the transactions hereunder (any such event described in (A) or (B), an “Adverse Effect on other terms no less favorable to the CompanyFinancing”), (iii) satisfy and cause to be satisfied, on a timely basis basis, all conditions applicable to the Buyer Parties in such Debt Commitment Letters and the definitive agreements related thereto, and (iv) subject to the terms of the Debt Commitment Letters that are within their control and (iv) upon the satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing including by using reasonable best efforts to be provided as contemplated by the Debt Commitment Letters pursuant enforce their rights to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicabledo so.

Debt Financing. (a) The Company, MCK Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter at or prior to Closing, including using their commercially reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter until the Transactions are consummated or this Agreement is terminated in accordance with its terms, (ii) negotiate satisfy on a timely basis all conditions and covenants in the Debt Commitment Letter, (iii) promptly enter into definitive agreements with respect thereto on the terms and conditions contained in contemplated by the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the CompanyLetter, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to Closing and (v) enforce its rights under the Closing; it being understood thatDebt Commitment Letter and cause the applicable provider of debt financing under the Debt Commitment Letter to comply with its obligations and fund thereunder. Without the prior written approval of the Company, if neither Parent nor Merger Sub shall amend, alter or waive, or agree to amend, alter or waive, the Debt Commitment Letter in any manner that would reasonably be expected to materially impair, delay or prevent the funding or financing described therein or the occurrence of the Transactions. If any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and becomes unavailable on the terms and conditions (including any applicable “flex” provisions) contemplated in the Debt Commitment Letter, Parent and Merger Sub shall use their respective commercially reasonable efforts to arrange and obtain alternative debt financing from alternative sources on terms and conditions not less favorable to those set forth in the Debt Commitment LettersLetter, taken as a whole, and in an amount sufficient to consummate the Transactions as promptly as practicable following the occurrence of such event. Each of the Company, MCK Parent and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and Merger Sub shall give each other the Company prompt written notice of any material adverse change with respect breach by any party to such the Debt Financing as promptly as practicableCommitment Letter of which Parent or Merger Sub becomes aware or any termination of the Debt Commitment Letter. Parent and Merger Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of Parent’s and Merger Sub’s efforts to arrange or obtain the Debt Financing.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company do all things reasonably necessary, proper or advisable to arrange consummate and obtain the Debt Financing on the terms and conditions described not substantially less favorable to Buyer and its Affiliates than those contained in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitments, including their using reasonable best efforts to seek to (i) maintain in effect the Debt Commitment LettersFinancing Commitments in accordance with the terms and subject to the conditions thereof, (ii) comply with their respective obligations under the Debt Financing Commitments and satisfy (or obtain a waiver of) on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions and covenants applicable to Buyer and that are within its control, in each case, in the Debt Financing Commitments, (iii) negotiate and enter into all definitive agreements with respect thereto to the Debt Financing contemplated by the Debt Financing Commitments on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) therein or on other terms no not substantially less favorable to the Company, (iii) satisfy on a timely basis all conditions Buyer and its Affiliates than those contained in the Debt Commitment Letters that are within their control Financing Commitments, and (iv) upon satisfaction of the conditions set forth in enforce its rights under the Debt Commitment Letters, Financing Commitments and consummate the Debt Financing at or prior to Closing. Other than as set forth in this Section 5.1.3(b) below, Buyer shall not, without the Closing; prior written consent of Seller (such consent not to be unreasonably conditioned, withheld or delayed), permit any material amendment or modification to be made to, or any material waiver of any provision or remedy, under, the Debt Financing (it being understood thatthat the exercise of any “market flex” provisions contained in any fee letter shall be deemed not to be an amendment, modification or waiver) if any portion such amendments, modifications or waivers could reasonably be expected to (1) reduce the aggregate amount of the Debt Financing such that Buyer would not have sufficient cash proceeds to be provided as contemplated by permit Buyer to pay the Debt Commitment Letters pursuant to a public offeringPreliminary Consideration and the Fixed Loan Consideration, private offering under Rule 144A (2) impose new or otherwise has not been provided, and all additional conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not in a manner that would reasonably be satisfied except by actions taken at the expected to prevent or materially impair or delay Closing, but subject (3) prevent or materially delay the consummation of the Transactions, or (4) adversely impact the ability of Buyer to enforce its rights against the other parties to the their satisfaction at the Closing)Debt Financing; provided that Buyer may amend, the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of supplement or modify the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change Commitments to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) and shall furnish to Seller a copy of any material amendment, modification, waiver or consent of or relating to the Debt Financing Commitments promptly upon execution thereof. Buyer will fully pay, or cause to be paid, all commitments or other fees arising pursuant to the Debt Financing Commitments as promptly as practicableand when they become due.

Debt Financing. (ai) The Company, MCK Each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters Letters, including using its reasonable best efforts to, as promptly as practicable after the date hereofreasonably practicable, including their reasonable best efforts to (i) maintain in full force and effect the Debt Commitment LettersLetters subject to the terms and conditions thereof (including obtaining an extension of the termination of any Debt Commitment Letter (on the same terms and conditions contained therein, including with respect to the conditions set forth therein, except for such amendments or modifications that would be permitted in connection with any Alternative Financing) prior to such termination to the extent such Debt Commitment Letter would otherwise terminate prior to the Outside Date), (ii) satisfy, or cause to be satisfied, on a timely basis (or, if applicable, obtaining waivers thereof), all conditions to Parent and Merger Sub obtaining the Debt Financing set forth therein (including the payment of any fees required as a condition to the Debt Financing) required to pay the applicable portion of the Required Amount contemplated by the Debt Commitment Letters that are to be satisfied by Parent or Merger Sub to the extent such conditions are applicable to, and within the control of, Parent or Merger Sub, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letters (including any related flex provisions (to the extent such flex provisions are exercised in accordance with the terms thereof)) or on other terms that are (A) reasonably acceptable to the Debt Financing Sources and (B) in the aggregate not materially less favorable, taken as a whole, to Parent (including with respect to conditions set forth in the Debt Commitment Letters) so that such agreements are in effect no later than the Expiration Time, (iv) prepare, on a timely basis, the necessary offering circulars, private placement memoranda or other offering documents or marketing materials with respect to the Debt Financing, (v) subject to Section 6.16(b)(iii), enforce its rights under the Debt Commitment Letters, and (vi) consummate the Debt Financing in an amount required to pay the applicable portion of the Required Amount set forth in the Debt Commitment Letters, including using its reasonable best efforts to cause the Debt Financing Sources to provide the Debt Financing at or prior to the Expiration Time, to the extent the proceeds thereof are required for the Financing Purposes. Any material breach by Parent or Merger Sub of the Debt Commitment Letter or other Debt Document shall be deemed to be a breach by Parent or Merger Sub of this Section 6.16(b). Parent and Merger Sub shall give the Company written notice as promptly as reasonably practicable (and in any event within three Business Days) after Parent’s Knowledge (A) of any material breach or default on the part of any party to any Debt Commitment Letter or other Debt Document of which Parent or Merger Sub becomes aware, (B) if and when Parent and/or Merger Sub believes in good faith that it will not be able to obtain the Debt Financing contemplated by the Debt Commitment Letters in an amount sufficient to consummate the transactions contemplated by this Agreement, (C) of the receipt by Parent or Merger Sub of any written notice or other written communication from any Person with respect to (1) any actual or asserted material breach or default or termination or repudiation by any party to the Debt Commitment Letters or other Debt Document or (2) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Documents) that would reasonably be expected to prevent or materially delay the Closing or make the funding of the Debt Financing required to pay the applicable portion of the Required Amount contemplated by the Debt Commitment Letters materially less likely to occur and (D) of any expiration or termination of the Debt Commitment Letters or other Debt Document. As soon as reasonably practicable, Parent and/or Merger Sub shall provide any information available to Parent and/or Merger Sub, as applicable, and reasonably requested by the Company relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence. Without limiting the foregoing, Parent and Merger Sub shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of their efforts to arrange the Debt Financing and provide to the Company executed copies of the definitive documents related to the Debt Financing (including, for the avoidance of doubt, any amendments or modifications thereto or to the Alternative Financing as described below) (provided that any fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms, and that do not affect the conditionality or reduce the committed amount of the Debt Financing, may be redacted in a customary manner so as not to disclose such terms that are so confidential). If any portion of the Debt Financing becomes unavailable (whether through expiration, termination or otherwise) on the terms and conditions contemplated in the Debt Commitment Letters (after taking into account flex terms) (unless such unavailability is due to the failure of a condition to the consummation of the Debt Financing being primarily caused by the breach of any representation, warranty, covenant or agreement of the Company or any of its Subsidiaries set forth in this Agreement and as a result of which alternative financing sources are not otherwise then available), Parent and Merger Sub shall use their respective reasonable best efforts to arrange and obtain as promptly as reasonably practicable following the occurrence of such event, alternative financing, including from alternative sources, on terms that in the aggregate are not materially less favorable to Parent and Merger Sub (including with respect to any conditions to the Debt Financing) than the Debt Financing contemplated by the Debt Commitment Letters and in an amount (when taken together with any remaining available portion of the Debt Financing (if any) and the Equity Financing), is sufficient to enable Parent and Merger Sub to consummate the transactions contemplated by this Agreement in accordance with its terms (“Alternative Financing”), and the provisions of this Section 6.16(b) shall be applicable to the Alternative Financing, and for purposes of this Agreement, including without limitation, Section 6.15 and this Section 6.16(b), all references to the Debt Financing shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby) and all references to the Debt Commitment Letters or other Debt Documents shall instead include the applicable documents for the Alternative Financing (in lieu of the Debt Commitment Papers and the other Debt Documents replaced thereby). Parent and Merger Sub shall (1) comply in all material respects with the Debt Commitment Letters and each definitive agreement entered into with respect thereto on the terms and conditions contained in the Debt Commitment Letters Papers or as otherwise may be agreed (including any flex provisions) or on other terms no less favorable to the Companycollectively, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in with the Debt Commitment Letters, consummate the “Debt Documents”), (2) subject to Section 6.16(b)(iii), enforce their rights under the Debt Commitment Letters and other Debt Documents, including using its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at or prior to the Closing; it being understood thatClosing subject to the terms and conditions thereof and (3) after the date hereof, not permit, without the prior written consent of the Company, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letters or other Debt Document or any fee letter referred to in the Debt Commitment Letters that (individually or in the aggregate with any other amendments, modifications or waivers) would (x) reduce the aggregate amount of the Debt Financing thereunder (including by changing the amount of fees to be paid or original issue discount thereof), if after giving effect to such reduction, the amount of Debt Financing and Equity Financing will be less in the aggregate than an amount necessary (taking into account any corresponding increase in any other portion of the Financing and any Alternative Financing) in order for the Parent and Merger Sub to fund the amounts required to be funded at Closing pursuant to this Agreement, or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to be provided as (I) materially delay or prevent the Closing Date, (II) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur, or (III) materially adversely impact (a) the ability of Parent or Merger Sub to enforce their respective rights against any other party to the Debt Commitment Letter or other Debt Document, (b) the ability of Parent or Merger Sub to consummate the transactions contemplated by hereby or (c) the likelihood of the consummation of the transactions contemplated hereby; provided, however, that, for the avoidance of doubt, Parent and Merger Sub each may amend or modify the Debt Commitment Letters pursuant (x) in accordance with the market flex provisions thereof, (y) to a public offeringextend the expiration date thereof, private offering under Rule 144A together with any related amendments or otherwise has not been provided, and all conditions precedent modifications to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters that would be permitted in connection with any Alternative Financing, or (z) to add lenders, arrangers, bookrunners, syndication agents, or similar entities and to grant to such persons such approval rights as are customarily granted to additional lenders, arrangers, bookrunners, syndication agents or similar entities. Parent and Merger Sub shall provide notice to the bridge financing Company (which may be by phone or email), as promptly as reasonably practicable, upon receiving the Debt Financing. Notwithstanding anything to the contrary in this Agreement, compliance by Parent and Merger Sub with this Section 6.16(b) shall not relieve Parent and Merger Sub of their respective obligation to consummate the transactions contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Companythis Agreement, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of whether or not the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt or Alternative Financing is available. Parent shall, as promptly as reasonably practicable, deliver to the Company true and complete copies of all material agreements pursuant to which any such Alternative Financing source shall have committed to provide Parent and/or Merger Sub with any portion of such Alternative Financing (subject in respect of any related fee letter to redaction in a customary manner).

Debt Financing. (ai) The CompanySubject to the terms and conditions of this Agreement, MCK each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their its respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable Letter, after giving effect to the date hereof“market flex” terms in the fee letter referred to therein (or on terms which would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur), including their and use its respective commercially reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) Letter and negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions contained set forth in the Debt Commitment Letters Letter (including any flex provisions) or on other terms no which would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing less favorable likely to the Companyoccur), (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth in the Debt Commitment Letters such definitive agreements that are within their control reasonable control, and (iviii) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each Letter at or prior to the Closing. In the event that all conditions in the Debt Commitment Letter (other notice than the availability of funding of any material adverse change with respect of the Equity Financing) have been satisfied or, upon funding will be satisfied, each of Parent and Merger Sub shall use its commercially reasonable efforts to cause such lenders and the other Persons providing such Debt Financing as promptly as practicable.to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. 57

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the Debt proceeds of the Financing on the terms and subject only to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment LettersLetter, (ii) negotiate negotiating and enter entering into definitive agreements with respect thereto on to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Debt Commitment Letters (including any flex provisionsrelated fee letter) on or on other terms no less favorable prior to the CompanyClosing Date, (iii) satisfy satisfying on a timely basis all conditions in the Debt Commitment Letters that are Letter and the Definitive Agreements within their Buyer’s control and complying with its obligations thereunder and (iv) upon satisfaction of the conditions set forth in enforcing its rights under the Debt Commitment LettersLetter, consummate in each case in a timely and diligent manner. (b) In the Debt Financing at or prior to the Closing; it being understood that, if event any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter becomes unavailable regardless of the reason therefor, and such amount of Financing is necessary to finance the Financing Amounts, (i) Buyer shall promptly notify Seller in writing of such unavailability and the reason therefor and (ii) Buyer shall use its reasonable best efforts, and shall give cause each other notice of any material adverse change with respect its Subsidiaries to such Debt Financing as promptly as practicable.use their reasonable best efforts, to obtain as

Debt Financing. Parent shall use its commercially reasonable efforts to promptly provide, and shall cause the Purchased Companies and its and their respective Representatives to use their respectively commercially reasonable efforts to promptly provide, such assistance with Purchaser’s (or its Affiliates’) obtaining debt financing as is reasonably requested by Purchaser; provided that (a) The Companyneither Parent nor any of its Affiliates will be required to pay any fee or incur any Liability in connection with any such financing, MCK (b) Purchaser shall promptly, upon request by Parent, reimburse Parent for all reasonable and Echo Holdco document out-of-pocket costs and their respective Subsidiaries shall use their expenses (including reasonable best efforts attorneys’ fees) incurred by Parent or any of the Purchased Companies in connection with the cooperation contemplated by this Section 5.16, (c) any cooperation required pursuant to assist this Section 5.16 will be conducted in a manner as to not unreasonably interfere with the Company Business or operations of Parent or any of its Affiliates (including the Purchased Companies), (d) Parent will not be required to arrange and obtain the Debt Financing on the terms and conditions described disclose or permit to disclose any information if such disclosure would, or take any action if such action would, in the Debt Commitment Letters as promptly as practicable after reasonable discretion of Parent, violate or breach any Law, Organizational Documents or the date hereofprovisions of any Contract to which Parent or any of its Affiliates is bound or jeopardize any attorney-client or other legal privilege, including their reasonable best efforts and (e) Parent will not be required to (i) maintain in effect the Debt Commitment Lettersapproach any landlord, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) consignee, customs broker, or on other terms no less favorable similar third party prior to the CompanyClosing to discuss landlord waivers, (iii) satisfy collateral access agreements or other similar agreements or to consent to the pre-filing of UCC-1s or the grant of Encumbrances on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction any of the conditions set forth in Assets of the Debt Commitment Letters, consummate the Debt Financing at or Business prior to the Closing; it being understood that. Notwithstanding the foregoing, if any portion except in the case of the Debt Financing to be provided as contemplated a willful breach by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing)Parent, the Company shall draw upon failure by Parent to comply, or cause the commitments under the Debt Commitment Letters Purchased Companies or its or their respective representatives to provide the bridge financing contemplated by and on comply, with the terms and conditions (including any applicable “flex” provisions) set forth in this Section 5.16 shall not constitute a basis for Purchaser to refuse to consummate the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableClosing.

Debt Financing. (ai) The CompanySubject to the terms and conditions of this Agreement, MCK each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their its respective reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable Letter, after giving effect to the date hereof“market flex” terms in the fee letter referred to therein, including their should such “market flex” terms be required (or on terms which would not be reasonably expected to delay or prevent the Closing (taking into account the expected timing of the Marketing Period), or make the funding of the Debt Financing less likely to occur), and use its respective reasonable best efforts to (iA) maintain in effect the Debt Commitment Letters, (ii) Letter and negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate Letter (or on terms which would not be reasonably expected to delay or prevent the Debt Financing at Closing or prior to make the Closing; it being understood that, if any portion funding of the Debt Financing less likely to be provided as contemplated by occur), (B) satisfy on a timely basis (taking into account the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and expected timing of the Marketing Period) all conditions precedent applicable to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing Parent and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) Merger Sub set forth in the Debt Commitment Letters. Each of the Companysuch definitive agreements that are within their reasonable control, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of (C) consummate the Debt Financing contemplated by the Debt Commitment Letters and shall give each Letter 49 (or such lesser amount as may be required to consummate the transactions contemplated by this Agreement) at or prior to the Closing. In the event that all conditions in the Debt Commitment Letter (other notice than the availability of funding of any material adverse change with respect of the Equity Financing) have been satisfied or upon funding will be satisfied, each of Parent and Merger Sub shall use its reasonable best efforts to cause such lenders and the other Persons providing such Debt Financing as promptly as practicableto fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. Notwithstanding anything to the contrary in this Agreement, neither Parent nor Merger Sub shall be required to obtain the Debt Financing prior to the first (1st) Business Day after the final day of the Marketing Period.

Debt Financing. (a) The CompanySubject to the terms and conditions of this Agreement, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain and consummate the Debt Financing on the terms and conditions not less favorable (taken as a whole) to Parent than those described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter (including any “market flex” provisions applicable thereto), including their using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements (such definitive agreements being referred to as the “Debt Financing Agreements”) with respect thereto on the terms and conditions contained in the Debt Commitment Letters Letter (including any flex provisions“market flex” provisions applicable thereto) or in all material respects, or, if available, on other terms no less favorable at the election of Parent that would not adversely affect the ability of Parent or Merger Sub to consummate the Companytransactions contemplated herein, (iiiii) satisfy on a timely basis or obtain the waiver of all conditions applicable to Parent and Merger Sub in the Debt Commitment Letter, (iii) maintain in full force and effect the Debt Commitment Letter in accordance with the terms thereof (including paying, as the same shall become due and payable, all fees and other amounts that become due and payable under the Debt Commitment Letter to the extent constituting a condition precedent to the funding of the Financing under the Debt Commitment Letter), (iv) in the event that all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived Letter (other than receipt of the Debt Financing and those conditions which that by their nature will not be satisfied except by actions taken at until the Closing, but subject to the their satisfaction at or waiver of such conditions) have been satisfied or waived, cause the Closing)Persons providing the Debt Financing (the “Debt Financing Sources” and, together with the Guarantor, the Company shall draw upon “Financing Sources”) to fund the commitments Debt Financing in an amount no less than, in the aggregate with the Equity Financing, the Merger Consideration and (v) take such actions as are reasonably necessary to enforce its rights under the Debt Commitment Letters Letter in the event of a breach by the Debt Financing Sources that could reasonably be expected to provide (A) delay or make less likely the bridge financing funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing), (B) adversely impact the ability of Parent to enforce its rights against the Debt Financing Sources or (C) adversely affect the ability of Parent to timely consummate the Merger and the other transactions contemplated by and on this Agreement. Parent shall have the terms and conditions right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter; provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Debt Financing shall not, without the prior written consent of the Company (including any applicable “flex” provisionssuch consent not to be unreasonably withheld, conditioned or delayed), (1) reduce the length of the commitment period set forth in the Debt Commitment Letters. Each Letter, (2) reduce the aggregate amount of the CompanyFinancing such that Parent would not or does not have sufficient cash or cash proceeds to make all of its required payments under this Agreement, MCK including under Article III, and Echo Holdco shall keep each other reasonably informed with respect all associated fees and expenses required to all material activity concerning be paid by it on the status Closing Date, (3) impose new or additional conditions to the consummation of the Debt Financing contemplated by or (4) otherwise expand, amend, modify or waive any provision of the Debt Commitment Letters and shall give each other notice Letter in a manner that in any such case of any material adverse change (1) through (3) above, or with respect to such Debt Financing as promptly as practicable.any of the existing conditions precedent to the

Debt Financing. (a) The CompanyCompany shall use, MCK and Echo Holdco shall cause its Subsidiaries (including Virgo Aerospace Intermediate and Virgo Borrower) to use, their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and Closing on the terms and subject only to the conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each Letter (or, at the reasonable discretion of the CompanyCompany in consultation with Parent, MCK on other terms not less favorable in the aggregate to the Company than the terms and Echo Holdco shall keep each other conditions (including flex provisions) set forth in the Debt Commitment Letter, and in no event contain any terms or conditions that would reasonably informed be expected to constitute a Restricted Financing Modification), including executing and delivering all such documents and instruments as may be reasonably required thereunder and using (and causing its Subsidiaries to use) their respective reasonable best efforts to, (i) comply with and maintain in full force and effect the Debt Financing and the Debt Commitment Letter in accordance with the terms and subject only to the conditions thereof, negotiate and enter into definitive financing agreements with respect to the Debt Financing on the terms and subject only to the conditions set forth in the Debt Commitment Letter (the “Financing Agreements”) (and maintain in full force and effect the Financing Agreements in accordance with the terms and subject only to the conditions thereof) so that the Financing Agreements are in full force and effect as promptly as practicable but in any event no later than the Closing, (ii) satisfy, or cause their respective Representatives to satisfy, at or before Closing, all material activity concerning the status of terms and conditions to the Debt Financing contemplated by the Debt Commitment Letters Letter and shall give each Financing Agreements (including by paying any commitment fees or other notice fees or deposits required to be paid by them by the Debt Commitment Letter), (iii) enforce its rights under the Debt Commitment Letter and Financing Agreements in the event of any material adverse change with respect to such a breach (or threatened breach) by the Debt Financing Sources under the Debt Commitment Letter or the Financing Agreements, as promptly as practicable.applicable, and (iv) cause the Debt Financing Sources and any other Persons providing Debt Financing to fund the Debt Financing no later than the Closing; provided, that, without limitation to Section 7.12(c), notwithstanding the foregoing or anything else in this Agreement to the contrary, the Company may and may permit Virgo Aerospace Intermediate and/or Virgo Borrower (A) to increase the aggregate amount of the Debt Financing for the primary purpose of, repayment in full and

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

Debt Financing. Buyer shall use its commercially reasonable efforts to (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain enter into the Debt Financing on Facilities, which shall reflect the terms and conditions described in of the Debt Commitment Letters as promptly as practicable after Letter, on or before the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersClosing Date, (iib) negotiate and enter into definitive agreements with respect thereto to the Debt Facilities on terms and conditions not materially less favorable to Buyer, taken as a whole (including with respect to the conditionality thereof), than the terms and conditions contained in the Debt Commitment Letters Letter (including as of the date of this Agreement), and (c) take all actions necessary to enable it to utilize the Debt Facilities on the Closing Date. If the Debt Financing contemplated by any flex provisionsof the Debt Commitment Letter becomes unavailable on the terms and conditions contemplated therein, in whole or in part, Buyer shall (i) or promptly notify Sellers thereof and (ii) use, and cause its Affiliates to use, commercially reasonable efforts to, as promptly as practicable following the occurrence of such event, arrange for and obtain alternative financing on other terms no and conditions to funding and availability that are not (unless otherwise consented to in writing by the Buyer) materially less favorable favorable, in the aggregate, to the Company, (iii) satisfy on a timely basis all conditions Buyer than those in the Debt Commitment Letters that are within their control and (iv) upon satisfaction Letter in respect of the Debt Financing which has become unavailable and, in any event, without adding new or additional conditions precedent or contingencies, or amending, modifying or expanding existing conditions, to receipt of the Debt Financing from those set forth in the Debt Commitment LettersLetter as of the date of this Agreement. In no event shall the receipt by, or the availability of any funds or financing to, Buyer or any of its Affiliates or any other financing be a condition to Buyer’s obligation to consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as transactions contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Lettersthis Agreement. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.Section 4.12

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitment, including their subject to any amendments or modifications thereof permitted under Section 5.8(ii), including, without limitation, using it reasonable best efforts to (i) maintain in effect the Debt Financing Commitment Lettersuntil the Transactions are consummated or this Agreement is terminated, (ii) negotiate satisfy (or obtain a waiver of) on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Financing Commitment, (iii) enter into definitive agreements with respect thereto on terms and conditions not less favorable to Parent and Merger Sub with respect to conditions than the terms and conditions (including the flex provisions) contained in the Debt Commitment Letters Financing Commitment, subject to any amendments, supplements or modifications thereto permitted by Section 5.8(ii) (including any flex provisions) or on other terms no less favorable to the Company“Definitive 44 Agreements”), (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, Closing and (v) if any portion of all conditions contained in the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which that by their nature will not are to be satisfied except by actions to be taken at the Closing, but subject to the their satisfaction at the Closingor waiver of such conditions), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth enforce its rights contained in the Debt Financing Commitment Lettersor cause the Lenders to comply with their respective obligations to fund on the Closing Date the Debt Financing required to consummate the Transactions (provided, that nothing in the foregoing shall require Parent to initiate or pursue any action, suit or proceeding against any Debt Financing Source). Each Without limiting the generality of the Companyforegoing, MCK and Echo Holdco Parent shall keep each give the Company prompt notice: (A) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to any Debt Financing Commitment or Definitive Agreement of which Parent becomes aware or (B) of the receipt of any written notice or other reasonably informed written communication from any Person with respect to all material activity concerning any (1) actual or potential breach, default, termination or repudiation by any party to any Debt Financing Commitment or any Definitive Agreement related to the status Debt Financing or any provisions of the Debt Financing contemplated Commitment or any Definitive Agreement or (2) material dispute or disagreement between or among any parties to any Debt Financing Commitment or any Definitive Agreement, that, in each case, would reasonably be expected to result in Parent not receiving the proceeds of the Debt Financing on the Closing Date. As soon as reasonably practicable, Parent shall provide any information available to it that is reasonably requested by the Debt Commitment Letters and shall give each other notice Company relating to any circumstance referred to in clause (A) or (B) of any material adverse change with respect to such Debt Financing as promptly as practicablethe immediately preceding sentence.

Debt Financing. (a) The Company, MCK Newco and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable after Letter (or terms not materially less favorable to Newco or the date hereofCompany (including with respect to the conditionality thereof)), including their reasonable best efforts to (i) maintain maintaining in effect the Debt Commitment Letters, (ii) negotiate Letter and enter into negotiating definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at Letter (or prior on terms not materially less favorable to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Newco or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other Merger Sub than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the CompanyLetter), MCK (ii) satisfying on a timely basis all conditions applicable to Newco and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of Merger Sub set forth in such definitive agreements that are within their reasonable control, and (iii) consummating the Debt Financing contemplated by the Debt Commitment Letters Letter at or prior to the Closing (and shall give each in any event prior to the Termination Date). In the event that all conditions in the Debt Commitment Letter (other notice than the availability of funding of any material adverse change with respect of the Equity Financing) have been satisfied or, upon funding will be satisfied, Newco and Merger Sub shall use their commercially reasonable efforts to cause such lenders and the other Persons providing such Debt Financing as promptly as practicableto fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. Nothing herein or in the Debt Commitment Letter shall adversely affect the obligation of Newco and Merger Sub to ensure that the Equity Financing contemplated by the Equity Commitment Letter is sufficient to fully finance the Merger and the other transactions contemplated by this Agreement.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary or advisable to obtain the Debt Financing contemplated by the Debt Commitment Letter on the terms and subject to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter (including any definitive agreements entered into in connection therewith) until the earliest of the consummation of the Purchase, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis (taking into account the anticipated timing of the syndication of the Debt Financing) all conditions in the Debt Financing Agreements (as defined below) and in the Debt Commitment Letter applicable to Buyer (and that are within its control) to obtaining the Debt Financing contemplated thereby, (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters Letter (including any flex provisionsas modified, to the extent exercised, by the “market flex” provisions applicable thereto) or otherwise consistent in all material respects with the Debt Commitment Letter and on other terms no less favorable that would not (A) add any condition precedent to funding of the Debt Financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the Companyreceipt of the Debt Financing, or (iiiB) satisfy reduce the amount of the Debt Financing below an amount necessary to fund all of the amounts required to be provided by Buyer for the consummation of the Purchase and the other transactions contemplated by this Agreement on a timely basis all conditions in the Closing Date (such definitive agreements, together with the Debt Commitment Letters that are within their control Letter, the “Debt Financing Agreements”), and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood , taking into account the anticipated timing of the syndication of the Debt Financing (which efforts shall include making demand upon the Debt Financing Sources to consummate the Debt Financing to the extent the conditions thereto have been satisfied (other than those which are dependent upon, or are to occur simultaneously with, the funding of the Debt Financing)), in each case, subject to the Group Companies’ compliance with their obligations under Section 6.15(c) (other than any failures to comply with Section 6.15(c) that, individually and in the aggregate, are not material); provided, however, that Buyer may (1) amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof, (2) amend the Debt Commitment Letter in accordance with the “market flex” provisions thereof, (3) amend the Debt Commitment Letter solely with respect to the terms and conditions of credit extensions that will be used after the Closing and not affected the amount or conditions of the credit extensions that will be used to consummate the Transaction at Closing and (4) otherwise replace or amend the Debt Commitment Letter so long as (I) the terms are not less beneficial to Buyer with respect to conditionality than those in the Debt Commitment Letter as in effect on the date hereof and (II) such replacement or amendment otherwise satisfies the terms and conditions of for an Alternative Financing as set forth in Section 6.15(b). Buyer shall keep the Group Companies informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing to the extent reasonably requested by the Group Companies for purposes of monitoring the progress of the activities relating to the Debt Financing to the extent not prohibited by the confidentiality provisions contained in the Debt Financing Agreements. Without limiting the generality of the foregoing, Buyer will promptly notify the Group Companies (A) if Buyer becomes aware of any material breach or material default by any party to any of the Debt Financing Agreements, (B) of the receipt of any written notice or other written communication from any Debt Financing Source with respect to (x) any material breach, default, termination or repudiation under or in respect of any Debt Financing Agreement by any party thereto or (y) any material dispute or material disagreement between or among any parties to any of the Debt Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing necessary to fund the Initial Purchase Price and the other transactions contemplated by this Agreement to occur on the Closing Date and (C) if at any time for any reason Buyer believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the amounts required to be provided as by Buyer for the consummation of the Purchase and the other transactions contemplated by the Debt Commitment Letters pursuant this Agreement to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and occur on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableClosing Date.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take or cause to be taken all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on at or prior to the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofClosing, including their using its reasonable best efforts to to: (i) maintain in effect the Debt Commitment LettersLetter in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Debt Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) Letter as promptly as practicable after the date hereof, but in no event later than the Acceptance Time, or on such other terms and conditions no less favorable in the aggregate to Parent than the Company, (iii) satisfy on a timely basis all terms and conditions contained in the Debt Commitment Letters Letter (provided that are within their control and (iv) upon satisfaction such other terms would not reasonably be expected to delay or hinder the Acceptance Time or adversely impact the ability of Parent to obtain the conditions set forth in the Debt Commitment Letters, consummate proceeds of the Debt Financing at or prior to the Closing Date), (iv) satisfy (or seek waiver of) on a timely basis all conditions applicable to Parent in the Debt Commitment Letter (or definitive agreements entered into with respect to the Debt Commitment Letter), (v) prepare the information memoranda, preliminary and final offering memoranda or prospectuses, registration statements and other materials to be used in connection with obtaining the Debt Financing prior to the anticipated date on which all of the Offer Conditions have been satisfied or waived, to the extent reasonably practicable and (vi) in the event that all conditions in the Debt Commitment Letter have been satisfied, cause the Financing Sources to fund the Debt Financing at the Closing; it being understood provided, that, if any portion notwithstanding anything to the contrary herein, Parent shall not be required to arrange and obtain the proceeds of the Debt Financing to be provided as contemplated by in accordance with the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been providedforegoing clause (i) through (vi), and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at required to enter into definitive agreements with respect thereto, if the cash or other sources of immediately available funds Parent has or will have prior to the Closing, but subject to the their satisfaction at the Closing)including, without limitation, cash and cash equivalents (including short-term marketable securities) of the Company shall draw upon and the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice net proceeds of any material adverse change with respect Substitute Financing) are in an amount sufficient to such Debt Financing as promptly as practicable.enable it to consummate the Merger and the other transactions contemplated hereby and to pay any related fees and expenses. CONFIDENTIAL

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and do, or cause to be done, all things necessary, proper or 66 4894-6761-6617 v.11 advisable to obtain the Debt proceeds of the Financing on the terms and subject only to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment LettersLetter, (ii) negotiate negotiating and enter entering into definitive agreements with respect thereto on to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Debt Commitment Letters (including any flex provisionsrelated fee letter) on or on other terms no less favorable prior to the CompanyClosing Date, (iii) satisfy satisfying on a timely basis all conditions in the Debt Commitment Letters that are Letter and the Definitive Agreements within their Buyer’s control and complying with its obligations thereunder and (iv) upon satisfaction enforcing its rights under the Debt Commitment Letter, in each case in a timely and diligent manner. (b) In the event any portion of the Financing contemplated by the Debt Commitment Letter becomes unavailable regardless of the reason therefor, and such amount of Financing is necessary to finance the Financing Amounts, (i) Buyer shall promptly notify Seller in writing of such unavailability and the reason therefor and (ii) Buyer shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash and the other sources of immediately funds available to Buyer at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative financing that, taken as a whole, are materially more onerous to the Buyer than the conditions set forth in the Debt Commitment LettersLetter. To the extent requested in writing by Seller from time to time, Buyer shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange and consummate the Debt Financing at Financing. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller in writing if there exists any actual or prior threatened material breach, default, repudiation, cancellation or termination by any party to the Closing; it being understood thatDebt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Buyer with this Section 5.14 shall not relieve Buyer of its obligations to consummate the Contemplated Transactions whether or not the Financing is available. (c) None of Buyer nor any of its Subsidiaries shall (without the prior written consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letter or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (i) decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required, when taken together with Cash held by Buyer and the Sale Entities on the Closing Date and the other sources of funds available to Buyer on the Closing Date, to pay the Financing Amounts, (ii) could reasonably be expected to prevent, materially delay or materially impede the consummation of the Contemplated Transactions, (iii) materially and adversely impacts the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (iv) adds new (or materially and adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing to be Financing; provided as contemplated by that Buyer may amend, replace, supplement and/or modify the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.Debt

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Company shall cause the DCL Beneficiary to use their its reasonable best efforts to, and shall cause each of its Subsidiaries to assist the Company to use its reasonable best efforts to, arrange and obtain the Debt Financing on the terms and conditions described not less favorable than (taken as a whole) those set forth in the Debt Commitment Letters Letter (or such other terms as promptly are reasonably acceptable to the DCL Beneficiary and the SPAC, such consent of the SPAC not to be unreasonably withheld, delayed or conditioned) and prior to the End Date (as practicable after the date hereofmay be extended pursuant to Section 12.01(b)), including their using reasonable best efforts to take all actions within its control to (i) maintain in effect the Debt Commitment LettersLetter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) promptly negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters Letter (including any the flex provisions) or on other terms no less favorable (taken as a whole) to the CompanyDCL Beneficiary and/or its applicable Subsidiaries (or such other terms as are reasonably acceptable to the DCL Beneficiary (or its applicable Subsidiaries) and the SPAC (such consent of the SPAC not to be unreasonably withheld, delayed or conditioned), (iii) satisfy or obtain a waiver thereof on a timely basis all conditions applicable to the DCL Beneficiary and/or its Subsidiaries in the Debt Commitment Letters Letter and such definitive agreements thereto that are within their control and its (or their) control, (iv) upon satisfaction of the assuming that all conditions set forth contained in the Debt Commitment LettersLetter have been satisfied, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Closing and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments v) enforce its rights under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableLetter.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser Parties shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable after the date hereof(or terms, including their reasonable best efforts with respect to the conditionality thereof, not materially less favorable to the Purchaser Parties than the terms and conditions in the Commitment Letters), including by (i) maintain maintaining in effect the Commitment Letters and negotiating definitive agreements (the “Debt Commitment LettersFinancing Agreements”) on such terms and conditions, (ii) negotiate ensuring the accuracy of all representations and enter into definitive agreements with respect thereto on warranties of the terms Purchaser Owner and conditions contained its Subsidiaries set forth in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to and the CompanyDebt Financing Agreements, (iii) satisfy complying with all covenants and agreements of the Purchaser Owner and its Subsidiaries set forth in the Commitment Letters and the Debt Financing Agreements, (iv) satisfying on a timely basis all conditions applicable to the Purchaser Owner and its Subsidiaries set forth in the Debt Commitment Letters and the Debt Financing Agreements that are within their control and (ivv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate consummating the Debt Financing at or prior to the Closing; it being understood that, if any portion of . In the Debt Financing to be provided as contemplated by event that the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Purchaser Parties’ obligations hereunder shall under this Agreement have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature or will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at as of the Closing), the Company Purchaser Parties shall, and shall draw upon cause their Subsidiaries to, use their reasonable best efforts to cause the commitments Lenders to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce their rights under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in or the Debt Commitment LettersFinancing Agreements. Each of the Company, MCK The Purchaser Parties will furnish correct and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status complete copies of the Debt Financing contemplated by Agreements to the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as Sellers promptly as practicableupon execution.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to purchase the Company Sold Shares on or prior to arrange the date upon which the Sale is required to be consummated pursuant to the terms hereof. In furtherance and not in limitation of the foregoing, Buyer 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, advisable or proper to obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after Letter(s) prior to the date upon which the Sale is required to be consummated pursuant to the terms hereof, including their by using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing (the “Definitive Debt Agreements”) on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) (or on terms and conditions, taken as a whole, no less favorable to Buyer than the terms and conditions in the Debt Commitment Letters (including any flex provisionsLetter as in effect as of the date hereof and that would be permitted by Section 6.13(b) or on other terms no less favorable to the Company, assuming Buyer effected such change by way of an amendment) and (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters Letter and the Definitive Debt Agreements, comply with its obligations thereunder. Buyer shall use reasonable best efforts to enforce its rights under the Debt Commitment Letter of the Definitive Debt Agreements (including in the event of any breach or purported breach thereof) in a timely and diligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in Section 7.01 and Section 7.02 (except those that, by their nature, are within their control to be satisfied at the Closing; provided that such conditions would be so satisfied as of such date) have been satisfied or (to the extent permitted by applicable Law) waived, and (iv) upon satisfaction all of the conditions set forth in the Debt Commitment Letters, consummate Letter or the Definitive Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived Agreements (other than receipt the consummation of the Sale) have been satisfied, Buyer shall use its reasonable best efforts to cause the Lenders to fund the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the ClosingFinancing, but subject to the their satisfaction at extent the Closing), proceeds thereof are required to consummate the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing transactions contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablethis Agreement.