Common use of Debt Financing Clause in Contracts

Debt Financing. The Company will use commercially reasonable efforts to cause the Borrower to obtain the Debt Financing on the terms and conditions no less favorable to the Borrower than those described in the Debt Commitment Letter, including using reasonable best efforts to cause the Borrower to satisfy on a timely basis all conditions applicable to the Borrower in the Debt Commitment Letter and such definitive agreements to be entered into pursuant to the Debt Commitment Letter that are to be satisfied by the Borrower and enforcing its rights under the Debt Commitment Letter in the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company shall not, without the prior written consent of the Seller, permit any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter if such amendment, supplement, modification, waiver or replacement (a) would be reasonably expected to make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur, (b) reduces the amount of the Debt Financing, or (c) adds new (or modifies any existing) conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement; provided, that the Company 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.

Debt Financing. The Company (a) Without limiting the generality of Buyer's and Merger Sub's obligations under Section 6.04, Buyer and Merger Sub will use commercially their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Borrower Debt Financing as promptly as practicable following the date of this Agreement and in timely fashion on the terms and conditions, taken as a whole, described in the Debt Commitment Letter, including (i) maintaining in effect the commitment for the Debt Financing set forth in the Debt Commitment Letter, (ii) negotiating, executing and delivering definitive agreements with respect to obtain the Debt Financing on the terms and conditions no less favorable to the Borrower than those described in the Debt Commitment Letter, including using reasonable best efforts to cause the Borrower to satisfy on a timely basis all conditions applicable to the Borrower in the Debt Commitment Letter and such definitive agreements to be entered into pursuant to the Debt Commitment Letter that are to be satisfied by the Borrower and enforcing its rights under the Debt Commitment Letter in the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company shall not, without the prior written consent of the Seller, permit (including any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or replace, flex terms in the Debt Commitment Letter if Letter) or on such amendment, supplement, modification, waiver or replacement other terms that would not (aA) would be reasonably expected to make reduce the timely funding aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or satisfaction original issue discount of the Debt Financing) or (B) impose new or additional conditions to obtaining the Debt Financing materially less likely to occur, (b) reduces the amount receipt of the Debt Financing, or (c) adds new (otherwise amend, modify or modifies expand any existing) conditions conditions, to the consummation of all or any portion receipt of the Debt Financing in a manner that would reasonably be expected to (1) materially delay, or prevent, impede or materially delay the consummation funding of the transactions contemplated by this Agreement; providedDebt Financing on the Closing Date, that (2) materially impede the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) or (3) materially adversely affect (x) the ability of Buyer or Merger Sub to enforce their rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto or (y) the ability of Buyer or Merger Sub to consummate the Transactions or (C) be otherwise materially adverse to the interests of the Company may amend and its Unitholders (any such adverse effect described in clauses (A) through (C), an "Adverse Effect on Financing"); (iii) satisfying and causing to be satisfied (or waived) (and causing their respective Affiliates to satisfy), on a timely basis, all conditions applicable to Buyer, Merger Sub and their respective Affiliates in the Debt Commitment Letter and the definitive agreements related thereto; and (iv) complying with their respective obligations under the Debt Commitment Letter to add lendersthe extent failure to comply with such covenants and other obligations would result in, lead arrangersor reasonably be expected to result in, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereofan Adverse Effect on Financing.

Debt Financing. The Company will use commercially reasonable efforts Buyer has delivered to cause the Borrower Group Companies a true, correct and complete copy of the executed Debt Commitment Letter, attached hereto as Exhibit D. As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified in any manner since Buyer provided, on or prior to obtain the date of this Agreement, a fully executed copy of the Debt Commitment Letter. Neither Buyer nor any of its Affiliates has entered into any amendment or modification to the Debt Commitment Letter or any agreement, side letter or other arrangement with respect to the Debt Financing contemplated by the Debt Commitment Letter among the parties thereto, in each case, that would 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 receipt of the Debt Financing, 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 to occur on the terms Closing Date, adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. Assuming the satisfaction of the conditions set forth in Section 2.6(a) and conditions no less favorable Section 2.6(b) and that the Debt Financing is funded in accordance with the Debt Commitment Letter (including any “market flex” provisions related thereto), the aggregate net proceeds of the Debt Financing (both before and after giving effect to the Borrower than those described exercise of any or all “market flex” provisions related thereto) when funded in accordance with the terms of the Debt Commitment Letter will be sufficient to consummate the Purchase and the other transactions contemplated by this Agreement on the Closing Date. As of the date of this Agreement, the commitment contained in the Debt Commitment LetterLetter has not been withdrawn, including using reasonable best efforts rescinded or repudiated in any respect and no such withdrawal, rescission or repudiation is contemplated. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represents a legal, valid, binding and enforceable obligation of Buyer and, to cause the Borrower knowledge of Buyer, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter and except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Buyer has fully paid (or caused to be fully paid) any and all commitment fees and other amounts that are due and payable by Buyer on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default on the part of Buyer or, to the knowledge of Buyer, any other party thereto under the Debt Commitment Letter or that would result in the Debt Financing contemplated thereby to be unavailable or materially delayed. Assuming the satisfaction of the conditions set forth in Section 2.6(a) and Section 2.6(b) and compliance by the Group Companies with Section 6.15 (other than any failures to comply with Section 6.15 that, individually and in the aggregate, are not material), Buyer has no reason to believe that it or any Debt Financing Source will be unable to satisfy on a timely basis all conditions applicable to the Borrower in any term or condition of the Debt Commitment Letter and such definitive agreements to be entered into pursuant to the Debt Commitment Letter that are required to be satisfied by it or that the Borrower and enforcing its rights under full amount of the Debt Commitment Letter in the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing Financing contemplated by the Debt Commitment Letter will not being be available on the Closing Date. The only conditions precedent or other contingencies related to the Borrower at the Closing. The Company shall not, without the prior written consent of the Seller, permit any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter if such amendment, supplement, modification, waiver or replacement (a) would be reasonably expected to make the timely funding of the Debt Financing or satisfaction of contemplated by the conditions to obtaining Debt Commitment Letter on the Closing Date that will be included in the definitive documentation for the Debt Financing materially less likely to occur, (b) reduces shall be the amount of conditions set forth in the Debt Financing, or (c) adds new (or modifies any existing) conditions Commitment Letter as in effect on the date of this Agreement. Notwithstanding anything to the consummation of all or any portion of contrary, the Debt Financing in is not a manner that would reasonably be expected condition precedent to prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement; provided, that the Company 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.

Debt Financing. The Company will (a) Buyer and Merger Subsidiary shall each use commercially their respective reasonable best efforts to cause the Borrower to obtain complete the Debt Financing at Closing on the terms and conditions no less favorable to the Borrower than those described in the Debt Commitment LetterLetters and shall not agree to any amendment or modification to, including using reasonable best efforts to cause the Borrower to satisfy on a timely basis all conditions applicable to the Borrower in any waiver of any provision or remedy under, or any replacement of, the Debt Commitment Letter and such definitive agreements to be entered into pursuant to the Debt Commitment Letter that are to be satisfied by the Borrower and enforcing its rights under the Debt Commitment Letter in the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company shall not, Letters without the prior written consent of the Seller, permit any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter Company if such amendment, supplement, modification, waiver or replacement (a) would or would reasonably be reasonably expected to make (i) reduce the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur, (b) reduces the aggregate amount of the Debt Financing, (ii) impose new or (c) adds new (or modifies any existing) additional conditions to the consummation of all or any portion receipt of the Debt Financing on the Closing Date and/or on any date after the Closing Date on which any payment in a manner respect of the Debt Financing is required, including with respect to regulatory approvals (it being understood and agreed that would reasonably be expected no such amendment, modification, waiver or replacement shall result in the imposition of any condition precedent or other contingency (x) relating to preventthe condition (financial or otherwise), impede results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary), (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, including the Debt Refinancing, (iv) adversely impact the ability of Buyer or Merger Subsidiary to enforce their respective rights against the other parties to the Debt Commitment Letters or (v) result in the provision of all or any portion of the Debt Financing from any Person that is not organized under the laws of the United States or the PRC or a United States-based branch of a financing source that is organized under the laws of the PRC. In addition, Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to (A) negotiate definitive agreements with respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letters or on other terms reasonably acceptable to Buyer and Merger Subsidiary and not in violation of this Section 8.07(a) and (B) satisfy on a timely basis all conditions applicable to the Debt Financing under the Debt Commitment Letters. In the event that all conditions to funding under the Debt Commitment Letters (other than the availability of equity financing and such conditions which by their nature can only be satisfied at the Closing) have been satisfied, Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing required to consummate the Merger and related transactions on the Closing Date and, when required under the terms of the applicable Debt Instrument, the Debt Refinancing (including taking enforcement actions to cause the Debt Financing Sources to provide such financing) and Buyer shall, in each case, cause the proceeds of the Debt Financing to be applied to repay or redeem any Indebtedness required to be repaid or redeemed in connection with the Debt Refinancing (whether by contributing or otherwise transferring such proceeds to the Surviving Corporation and the Reporting Subsidiary or otherwise). In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, (1) Buyer shall promptly notify the Company and (2) Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to obtain alternative financing from alternative sources organized under the laws of the United States or the PRC or the United States-based branches of financing sources that are organized under the laws of the PRC or other financing sources to which the Company may amend consent in writing on terms not materially less beneficial to the Company as it pertains to conditionality (but in any event not including any conditions or other contingencies (x) relating to the condition (financial or otherwise), results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary) in an amount sufficient to consummate the Merger as promptly as possible and, when required under the applicable Debt Instrument, the Debt Refinancing. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter Letters as permitted by this Section 8.07(a) to add lendersbe amended, lead arrangersmodified or replaced and references to the “Debt Commitment Letters” shall include such document as permitted by this Section 8.07(a) to be amended, bookrunnersmodified or replaced, syndication agents in each case from and after such amendment, modification or similar entities that have not executed replacement, and references to “Debt Financing Sources” in this Agreement shall include any financing source permitted to provide any Debt Financing in accordance with the terms of this Section 8.07(a). Following the Closing, if the Company or any of its Subsidiaries is required to redeem any Indebtedness upon the occurrence of a “Change of Control” resulting from the transactions contemplated hereby under the documents governing such Indebtedness (including the Debt Commitment Letter as Instruments), the Surviving Corporation shall (and Buyer shall cause the Surviving Corporation and the Reporting Subsidiary to) comply with the requirements under such documents and Buyer shall cause the proceeds of the date hereofDebt Financing to be applied to redeem such Indebtedness (whether by contributing or otherwise transferring such proceeds to the Surviving Corporation and the Reporting Subsidiary or otherwise).

Debt Financing. The Company (a) Subject to the terms and conditions of this Agreement, Parent will use commercially its reasonable best efforts to take, or cause the Borrower to be taken, all actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Debt Financing on the terms and conditions no less favorable or prior to the Borrower than those described in Closing Date to the Debt Commitment Letter, including using reasonable best efforts to cause the Borrower extent necessary to satisfy on a timely basis all conditions applicable the obligation to pay the Borrower in Required Amounts, and will not, without the Company’s prior written consent, amend, modify, replace, terminate or agree to any waiver under the Debt Commitment Letter or Fee Letters if such amendment, modification, replacement, termination or waiver (i) reduces the aggregate cash amount of the Debt Financing to an amount that, together with other cash and cash equivalents available to Parent and its Affiliates, would be less than an amount that would be required to satisfy the obligation to pay the Required Amounts or (ii) changes the conditions to obtaining the Debt Financing or adds new or additional conditions precedent to obtaining the Debt Financing, if such definitive agreements change would reasonably be expected to be entered into pursuant materially delay, prevent or impede the consummation of the transactions contemplated hereby or materially adversely affect the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter that are or any other documentation relating to be satisfied by the Borrower and enforcing its rights under the Debt Commitment Letter in the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company shall not, without the prior written consent of the Seller, permit any amendment, supplement or modification toFinancing, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter if such amendment, supplement, modification, waiver or replacement (a) would be reasonably expected to make the timely funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing on the Closing Date) materially less likely to occur, (b) reduces occur on the amount of the Debt Financing, or (c) adds new (or modifies any existing) conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by this AgreementClosing Date; provided, that however, that, notwithstanding the Company foregoing, Parent may (1) amend or replace the Debt Commitment Letter and any related fee letters to add lenders, lead arrangers, bookrunners, syndication agents agents, managers or similar entities that have who had not executed the Debt Commitment Letter as of the date hereofof this Agreement, and (2) implement or exercise any “flex” provisions provided in any fee letter related to the Debt Commitment Letter as in effect on the date of this Agreement (including the Fee Letters) or as amended, modified, or replaced in accordance with this Section 5.09. In the event that new commitment letters are entered into in accordance with any amendment, modification or replacement of the Debt Commitment Letter pursuant to this Section 5.09, (x) such new commitment letters shall be deemed to be a “Debt Commitment Letter” for all purposes of this Agreement and references to the “Debt Financing” herein shall include and mean the financing contemplated by the Debt Commitment Letters as so amended, modified or replaced, as applicable and (y) Parent shall promptly deliver to the Company copies (which may be redacted in the manner described in Section 4.05) of such new commitment letters and any related fee letters. Parent shall furnish to the Company a copy (which may be redacted in the manner described in Section 4.05) of any amendment, modification, waiver or consent of or under the Debt Commitment Letter or the Fee Letters promptly following execution thereof.

Debt Financing. The Company will use commercially 10.1 AerCap and the AerCap Entities shall use, and shall cause their respective Affiliates to use, reasonable best efforts to take, or cause the Borrower to 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 no less favorable to the Borrower than those described in the Debt Commitment LetterFinancing Commitments, including using reasonable best efforts to (a) maintain in full force and effect the Debt Financing Commitments until the earliest of the consummation of the transactions contemplated by this Agreement, the termination of this Agreement and the time at which any Alternative Financing is obtained, (b) satisfy (or cause the Borrower their Affiliates to satisfy satisfy) on a timely basis all conditions to obtaining the Debt Financing that are applicable to the Borrower it and within its control as set forth in the Debt Commitment Letter Financing Commitments and such definitive agreements as are to be entered into pursuant thereto (such agreements, the “Debt Financing Agreements”), (c) negotiate and enter into the Debt Financing Agreements on terms and conditions described in the Debt Financing Commitments (including any “flex” provisions contained therein) or otherwise on terms that would not (1) reduce the aggregate principal amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (2) impose new or additional conditions or otherwise adversely amend or modify any of the conditions to the receipt of the Debt Commitment Letter Financing, in each case, in a manner that are would reasonably be expected to be satisfied by prevent or materially delay the Borrower and enforcing receipt of the Debt Financing, (d) enforce its rights under the Debt Commitment Letter Financing Commitments and (e) consummate the Debt Financing contemplated by the Debt Financing Commitments at or prior to the Completion and to timely cause the Lenders party thereto 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 event of a breach by the debt financing sources. From the date hereof until the Closing DateDebt Financing Commitments, the Company AerCap shall promptly notify the Seller Parent and the Existing Shareholders in writing of such unavailability and, to its knowledge, the reason therefor, and AerCap and the AerCap Entities shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated by this Agreement and that are not materially less favorable, taken as a whole, to the Companies or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Debt Financing Commitments and would not involve any fact, change, condition, circumstance or occurrence or nonoccurrence of any event conditions to funding the Debt Financing that (1) are not contained in the Debt Financing Commitments and (2) would result or reasonably be likely expected to result in all prevent or a portion materially delay the consummation of the financing Debt Financing or such Alternative Financing. AerCap shall deliver to the Parent and the Existing Shareholders 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 redacted in a customary manner). Except for any increased fees or original issue discount as contemplated by in the “flex” provisions of the fee letters related to the Debt Commitment Letter Financing, AerCap shall not being available agree to the Borrower at the Closing. The Company shall notor permit, without the Parent’s prior written consent of the Sellerconsent, permit any amendment, supplement or other modification toof, or any waiver of any material provision or remedy of its rights under, or replace, the Debt Commitment Letter Financing Commitments if such amendment, supplement, modification, modification or waiver or replacement (aA) would be reasonably expected to make reduces the timely funding aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (1) the aggregate Cash Consideration and (2) any fees and expenses of or satisfaction payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (B) adds any covenants or conditions, compliance with which would result in a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to obtaining the Debt Financing materially less likely to occur, (b) reduces the amount of the Debt Financing, or (c) adds new (or modifies any existing) conditions to the consummation of all or any portion receipt of the Debt Financing in a manner that would reasonably be expected to prevent, impede or (I) materially delay or prevent the consummation 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 below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement; provided, that Agreement or the Company may amend likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents Financing Commitments or similar entities that have not executed the Debt Commitment Letter Financing Agreements. AerCap shall promptly deliver to the Parent, Existing Shareholders and the Companies copies of any amendment, supplement or other modification of, and any waiver with respect to, the Debt Financing Commitments promptly upon execution thereof. AerCap shall give the Parent and the Existing Shareholders prompt written notice of (x) any material breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments of which AerCap becomes aware or any termination of all or a portion of the Debt Financing Commitments, 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 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 able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitments or the Debt Financing Agreements, AerCap shall deliver prompt written notice thereof to the Parent and the Existing Shareholders. AerCap shall keep the Parent and the Existing Shareholders informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Parent copies of all related documents, including drafts of the Debt Financing Agreements and the definitive versions thereof, as is reasonably necessary to keep the Parent and the Existing Shareholders so informed upon request of the Parent. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt 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 of its respective obligations hereunder. As applicable, references in this Agreement (other than with respect to representations made by the AerCap Entities or AerCap that speak as of the date hereofSigning Date) to (i) the Debt Financing shall include any Alternative Financing, (ii) the Debt Financing Commitments shall include any commitment letter or other agreement pursuant to which any alternative source shall have committed to provide the AerCap Entities or AerCap with any portion of any Alternative Financing and (iii) the Debt Financing Agreements shall include the definitive documentation relating to any Alternative Financing. Notwithstanding anything in this Agreement to the contrary, AerCap and the AerCap Entities shall not incur any Indebtedness that would violate the terms of, or otherwise conflict with the funding conditions to, the Debt Financing.

Debt Financing. The Company will (a) Each of Guarantor and Parent shall use commercially reasonable efforts to take, or cause the Borrower to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and conditions no less favorable subject only to the Borrower than those described conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter, including using commercially reasonable best efforts to cause (i) maintain in effect and comply with the Borrower Debt Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms subject to the following sentence) so that such agreements are in effect on the Closing Date, (iii) satisfy on a timely basis all conditions applicable to the Borrower Parent and Merger Sub in the Debt Commitment Letter and such definitive agreements to be entered into pursuant to the Debt Commitment Letter that are within their control, (iv) upon the satisfaction or waiver of the conditions to be satisfied by Parent’s and Merger Sub’s obligations to consummate the Borrower Offer and enforcing the Merger, draw the Debt Financing in the amount required to consummate the Transactions on the Closing Date and (v) enforce its rights under the Debt Commitment Letter in the event of a breach by the debt financing sourcesLetter. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company Guarantor and Parent shall not, without the prior written consent of the SellerCompany, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter if such termination, amendment, supplement, modification, modification or waiver would (A) reduce the aggregate amount of any portion of the Debt Financing (including by increasing the amount of fees to be paid or replacement (aoriginal issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letter on the date of this Agreement unless the Debt Financing is increased by a corresponding amount) such that the aggregate amount of the Debt Financing would reasonably be reasonably expected to make be below the timely funding amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Debt Financing or satisfaction otherwise expand, amend or modify any of the conditions precedent to obtaining the Debt Financing materially less likely to occur, (b) reduces the amount of the Debt Financing, or (c) adds new (or modifies any existing) conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, prevent or materially impede or materially delay the consummation funding of the transactions contemplated by this AgreementDebt Financing (or satisfaction of the conditions to the Debt Financing) giving effect to the Marketing Period, (C) waive any remedy available to Guarantor, Parent or their respective Affiliates or adversely impact the ability of Guarantor, Parent or their respective Affiliates, as applicable, to enforce its rights against other parties to the Debt Commitment Letter, (D) impose obligations on the Company or its Affiliates prior to Closing or (E) allow for the early termination of the Debt Commitment Letter; provided, that Guarantor, Parent and their respective Affiliates may, without the Company may consent of the Company, amend or otherwise modify 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 on the date hereofof this Agreement. Guarantor and Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under the Debt Commitment Letter or the definitive agreements relating to the Debt Financing promptly upon execution thereof.

Debt Financing. The Company will (a) From the date hereof and ending at the earlier of (i) the Closing Date and (ii) termination of this Agreement pursuant to Section 8.1, each Parent Party shall use commercially its reasonable best efforts to take, or cause the Borrower to obtain be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, consummate and enforce the Debt Financing on the terms and conditions no less favorable to the Borrower than those described in the Debt Commitment Letter, including Letter as in effect on the date hereof. Such actions shall include using its reasonable best efforts to: (i) maintain in full force and effect (1) the Debt Commitment Letter until the initial funding of the Debt Financing and (2) thereafter, the First Lien Credit Documentation (as defined in the Debt Commitment Letter as in effect on the date hereof) pursuant to cause which the Borrower Financing Sources have committed to provide the First Lien Term Facility (as defined in the Debt Commitment Letter as in effect on the date hereof) and subject to Section 5.20(c) below, the Parent agrees that it shall not and shall not permit any of its Affiliates to terminate the commitments pursuant to the First Lien Term Facility thereunder prior to the funding thereof and the consummation of the Refinancing (as defined in the Debt Commitment Letter as in effect on the date hereof); (ii) satisfy on a timely basis all of the conditions applicable to the Borrower in the Debt Commitment Letter and such definitive agreements to be entered into pursuant precedent to the Debt Commitment Letter Financing applicable to any Parent Party and within its control that are to be satisfied by such Parent Party; (iii) negotiate, execute and deliver definitive documents (“Debt Financing Documents”) that substantially reflect the Borrower terms of the Debt Commitment Letter (including, as necessary and enforcing subject to the terms of the Debt Commitment Letter, agreeing to any required changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or any related fee letter), in each case which terms shall not impose new or additional conditions or expand on (or amend or modify in any manner adverse to the Company) the conditions to the funding of the proceeds from the Debt Financing at the Closing, reduce the aggregate amount of the proceeds from the Debt Financing available to be funded on the Closing Date below the Required Financing Amount (taking into account the Available Cash) or reasonably be expected to delay, impair or prevent the Closing; and (iv) if the conditions contained in Section 6.1 and Section 6.3 of this Agreement and the conditions to the Debt Financing have been satisfied, drawing the full amount of the proceeds from the Debt Financing to the extent needed, together with Available Cash and the amount in the Trust Account, to satisfy all of the payment obligations of the Parent Parties under this Agreement at the Closing. Each Parent Party shall use reasonable best efforts to comply in all material respects with its rights obligations under the Debt Commitment Letter in to the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event extent that failure to do so would result or reasonably be likely expected to result in materially impair, materially delay or prevent the availability of all or a portion of the financing contemplated by proceeds of the Debt Commitment Letter not being available Financing when required pursuant to the Borrower at the Closingthis Agreement. The Company shall notNo Parent Party shall, without the prior written consent of the SellerCompany (such consent not to be unreasonably withheld, delayed or conditioned), permit or consent to any amendment, supplement or modification to, or to be made to any waiver provision of any material provision or remedy under, or replace, the Debt Commitment Letter or any Debt Financing Documents if such amendment, supplement, modification, waiver supplement or replacement modification (ai) would be reasonably expected (A) change, expand or impose new conditions precedent to make the timely funding of the proceeds from the Debt Financing from those set forth therein on the date hereof or (B) change the timing of the funding of the proceeds of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occurthereunder, (b) reduces the amount of the Debt Financingin each case, or (c) adds new (or modifies any existing) conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to preventmaterially impair, impede or materially delay or prevent the consummation availability of all or a portion of the proceeds of the Debt Financing when required pursuant to this Agreement, (ii) could reasonably be expected to adversely affect any Parent Party’s ability to consummate the transactions contemplated by this Agreement, (iii) could reasonably be expected to prevent, impair or delay Closing, (iv) would reduce the aggregate cash amount of the proceeds of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof) below the Required Financing Amount (taking into account the amount in the Trust Account and the Available Cash), or (v) would reasonably be expected to prevent, delay, impose additional conditions on, or impair the Existing Notes Refinancing (collectively, the “Restricted Commitment Letter Amendments”); provided, that notwithstanding the Company limitations set forth in this Section 5.20, a Parent Party may amend the Debt Commitment Letter to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof (including in replacement of a Lender) and reallocate commitments in connection therewith or assign or re-assign titles and roles to or amend parties to the Debt Commitment Letter or (2) implement any “flex” provisions set forth in the fee letter (as in effect on the date hereof) relating to the Debt Commitment Letter as in effect on the date hereof. For purposes of this Agreement, references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 5.20 to be amended, modified or waived, in each case from and after such amendment, modification or waiver. Subject to Section 6.1 and Section 6.3, each Parent Party acknowledges and agrees that the Debt Financing is not a condition to the occurrence of the Closing.

Debt Financing. The Company will use commercially 10.1 AerCap and the AerCap Entities shall use, and shall cause their respective Affiliates to use, reasonable best efforts to take, or cause the Borrower to 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 no less favorable to the Borrower than those described in the Debt Commitment LetterFinancing Commitments, including using reasonable best efforts to (a) maintain in full force and effect the Debt Financing Commitments until the earliest of the consummation of the transactions contemplated by this Agreement, the termination of this Agreement and the time at which any Alternative Financing is obtained, (b) satisfy (or cause the Borrower their Affiliates to satisfy satisfy) on a timely basis all conditions to obtaining the Debt Financing that are applicable to the Borrower it and within its control as set forth in the Debt Commitment Letter Financing Commitments and such definitive agreements as are to be entered into pursuant thereto (such agreements, the “Debt Financing Agreements”), (c) negotiate and enter into the Debt Financing Agreements on terms and conditions described in the Debt Financing Commitments (including any “flex” provisions contained therein) or otherwise on terms that would not (1) reduce the aggregate principal amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (2) impose new or additional conditions or otherwise adversely amend or modify any of the conditions to the receipt of the Debt Commitment Letter Financing, in each case, in a manner that are would reasonably be expected to be satisfied by prevent or materially delay the Borrower and enforcing receipt of the Debt Financing, (d) enforce its rights under the Debt Commitment Letter Financing Commitments and (e) consummate the Debt Financing contemplated by the Debt Financing Commitments at or prior to the Completion and to timely cause the Lenders party thereto 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 event of a breach by the debt financing sources. From the date hereof until the Closing DateDebt Financing Commitments, the Company AerCap shall promptly notify the Seller Parent and the Existing Shareholders in writing of such unavailability and, to its knowledge, the reason therefor, and AerCap and the AerCap Entities shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated by this Agreement and that are not materially less favorable, taken as a whole, to the Companies or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Debt Financing Commitments and would not involve any fact, change, condition, circumstance or occurrence or nonoccurrence of any event conditions to funding the Debt Financing that (1) are not contained in the Debt Financing Commitments and (2) would result or reasonably be likely expected to result in all prevent or a portion materially delay the consummation of the financing Debt Financing or such Alternative Financing. AerCap shall deliver to the Parent and the Existing Shareholders 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 redacted in a customary manner). Except for any increased fees or original issue discount as contemplated by in the “flex” provisions of the fee letters related to the Debt Commitment Letter Financing, AerCap shall not being available agree to the Borrower at the Closing. The Company shall notor permit, without the Parent’s prior written consent of the Sellerconsent, permit any amendment, supplement or other modification toof, or any waiver of any material provision or remedy of its rights under, or replace, the Debt Commitment Letter Financing Commitments if such amendment, supplement, modification, modification or waiver or replacement (aA) would be reasonably expected to make reduces the timely funding aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (1) the aggregate Cash Consideration and (2) any fees and expenses of or satisfaction payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (B) adds any covenants or conditions, compliance with which would result in a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to obtaining the Debt Financing materially less likely to occur, (b) reduces the amount of the Debt Financing, or (c) adds new (or modifies any existing) conditions to the consummation of all or any portion receipt of the Debt Financing in a manner that would reasonably be expected to prevent, impede or (I) materially delay or prevent the consummation 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 below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement; provided, that Agreement or the Company may amend likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents Financing Commitments or similar entities that have not executed the Debt Commitment Letter Financing Agreements. AerCap shall promptly deliver to the Parent, Existing Shareholders and the Companies copies of any amendment, supplement or other modification of, and any waiver with respect to, the Debt Financing Commitments promptly upon execution thereof. AerCap shall give the Parent and the Existing Shareholders prompt written notice of (x) any material breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments of which AerCap becomes aware or any termination of all or a portion of the Debt Financing Commitments, 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 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 able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitments or the Debt Financing Agreements, AerCap shall deliver prompt written notice thereof to the Parent and the Existing Shareholders. AerCap shall keep the Parent and the Existing Shareholders informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Parent copies of all related 71 documents, including drafts of the Debt Financing Agreements and the definitive versions thereof, as is reasonably necessary to keep the Parent and the Existing Shareholders so informed upon request of the Parent. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt 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 of its respective obligations hereunder. As applicable, references in this Agreement (other than with respect to representations made by the AerCap Entities or AerCap that speak as of the date hereofSigning Date) to (i) the Debt Financing shall include any Alternative Financing, (ii) the Debt Financing Commitments shall include any commitment letter or other agreement pursuant to which any alternative source shall have committed to provide the AerCap Entities or AerCap with any portion of any Alternative Financing and (iii) the Debt Financing Agreements shall include the definitive documentation relating to any Alternative Financing. Notwithstanding anything in this Agreement to the contrary, AerCap and the AerCap Entities shall not incur any Indebtedness that would violate the terms of, or otherwise conflict with the funding conditions to, the Debt Financing.

Debt Financing. The Company will Parent shall, and shall cause Merger Sub to, use commercially its reasonable best efforts to take, or cause the Borrower 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 no less favorable to the Borrower than those described in the Debt Commitment LetterFinancing Commitments, including using reasonable best efforts to cause (i) maintain in effect the Borrower to Debt Financing Commitments, (ii) satisfy on a timely basis all conditions applicable to Parent or Merger Sub to obtaining the Borrower Debt Financing (including by consummating the Equity Financing at or prior to Closing), (iii) enter into definitive agreements with respect thereto on terms and conditions contained in the Debt Commitment Letter Financing Commitments or consistent in all material respects with the Debt Financing Commitments, or on other terms that would not materially and such definitive agreements adversely impact the ability of Parent to be entered into pursuant timely consummate the transactions contemplated hereby, and (iv) draw down on the Debt Financing if the conditions to the Debt Commitment Letter that are to be satisfied by the Borrower and enforcing its rights under availability of the Debt Commitment Letter in the event of a breach by the debt financing sourcesFinancing have been satisfied or waived. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company Parent shall not, without the prior written consent of the Sellerand shall cause Merger Sub to not, agree to or permit any amendment, supplement or other modification toof, or waive any waiver of any material provision or remedy its rights under, any Debt Financing Commitment or replace, any definitive agreements related to the Debt Commitment Letter Financing, if such amendment, supplement, modification, modification or waiver or replacement would (aA) would be reasonably expected to make reduce the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur, (b) reduces the aggregate amount of the Debt Financing, or (cB) adds impose new (or modifies additional conditions, or otherwise amend, modify or expand any existing) conditions to the consummation of all or any portion receipt of the Debt Financing Financing, in the case of either clause (A) or (B) above in a manner that would reasonably be expected to prevent, impede or (1) materially delay or prevent the Closing Date, (2) make the funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur or (C) materially adversely impact the ability of Parent or Merger Sub to enforce their rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto, the ability of Parent and Merger Sub to consummate the Closing or the likelihood of consummation of the transactions contemplated by this AgreementClosing, in each case, without the Company's prior written consent; provided, however, that the Company Parent and Merger Sub may amend the Debt Commitment Letter Financing Commitments or any definitive agreements related to the Debt Financing to add lenders, lead arrangers, bookrunners, syndication agents agents, other funding sources, additional equity financiers or similar entities that have who had not executed the Debt Commitment Letter Financing Commitments as of the date hereofAgreement Date. Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 7.3(a), Parent shall provide a copy thereof to the Company and the term "Debt Financing Commitments" shall mean the Debt Financing Commitments as so amended, supplemented or modified. Parent shall keep the Company reasonably apprised of developments relating to the Debt Financing and will provide prompt notice of any material breach or default by any party to the Debt Financing Commitment of which Parent becomes aware or any written communication from any Person with respect to any actual or purported material breach, termination or repudiation by any party to the Debt Financing Commitment.