Common use of Acquisition Clause in Contracts

Acquisition. The Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial funding of the Initial Term Loans in accordance in all material respects with the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. The Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the Acquisition shall have been consummated or shall be consummated substantially concurrently in accordance with the initial funding terms and conditions of the Initial Term Loans in accordance in all material respects with Acquisition Documentation, and the Acquisition Agreement without shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or amendment thereof that is, in the aggregate when taken as a whole, consent would be materially adverse to the interests of the Initial Lenders (including in their capacities as such), in any reduction in such case without the acquisition consideration that does not meet prior written consent of the criteria below) unless consented to by the Initial Lenders Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); ) (it being understood and agreed that (wa) no any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the acquisition consideration amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Initial Lenders if Lenders; provided that, any such reduction is in the Purchase Price shall be applied first to reduce the Equity Financing 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration Purchase Price shall be deemed not to be materially adverse to the interests of the Initial Lenders if Lenders; provided that, any such increase is increases shall be funded solely by an increase in the Equity Financing, (y) no modification issuance by Irish Holdco of common equity or cash otherwise available to the acquisition consideration as a result Irish Holdco or any of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentits subsidiaries).

Acquisition. The Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial funding of the Initial Term Loans in accordance in all material respects with the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Cash Equity Financing by an amount such that the Cash Equity Financing shall be no less than the Minimum Equity Percentage Amount and second to reduce the principal amount of Initial Term Loans term loans under this Agreement, the principal amount of loans under the Unsecured Notes, ABL Credit Agreement (other than the revolving loans under the ABL Credit Agreement) and the principal amount of the Secured Notes and the Equity FinancingNotes, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Cash Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the each Initial Lenders Lender shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the release of the Escrow Property, the Acquisition shall have been consummated or shall be consummated substantially concurrently in accordance with the initial funding terms and conditions of the Initial Term Loans in accordance in all material respects with Acquisition Agreement, and the Acquisition Agreement without shall not have been amended, modified, supplemented or any provisions or condition therein waived by the Borrower, and neither the Borrower nor any affiliate thereof shall have consented to any action which would require the consent of the Borrower or such affiliate under the Acquisition Agreement, if such amendment, modification, supplement, waiver or amendment thereof that is, in the aggregate when taken as a whole, materially consent would be adverse to the interests of the Initial Lenders in any material respect, in any such case without the prior written consent of the Lead Arrangers; provided that any amendment, modification, supplement, waiver or consent (including i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any reduction such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Capital Stock of the Borrower and (iii) of the Minimum Condition (as defined in the acquisition consideration that does not meet the criteria belowAcquisition Agreement) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentLenders.

Acquisition. The Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial funding of under the Initial Term Loans Cash Flow Credit Agreement in accordance in all material respects with the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans term loans under this Agreement, the Cash Flow Credit Agreement and the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. The Acquisition shall have been consummated been, or shall be consummated substantially concurrently with the initial funding fundings of the Initial Term Loans in accordance shall be, consummated in all material respects in accordance with the Acquisition Agreement without waiver terms of the Transaction Agreement, after giving effect to any modifications, amendments, consents or amendment thereof waivers thereto, other than those modifications, amendments, consents or waivers by the Parent that is, in the aggregate when taken as a whole, are materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) their capacities as such, unless consented to in writing by the Initial Lenders Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such provided that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders Joint Lead Arrangers shall be deemed to have consented to any such modification, amendment, consent or waiver (whether proposed or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment executed) unless they object thereto in writing within three 2 Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such modification, amendment, consent or waiver); it being understood and agreed that (a) any substantive change to the definition of Material Adverse Effect (as defined in the Transaction Agreement) shall be deemed materially adverse, (b) any reduction in the Total Consideration (as defined in the Transaction Agreement) of less than 15% or in accordance with the Transaction Agreement (including pursuant to any purchase price and/or working capital (or similar) adjustment provision set forth in the Transaction Agreement) shall be deemed not to be materially adverse, (c) any other reduction in the Total Consideration (as defined in the Transaction Agreement) shall be deemed not to be materially adverse so long as such decrease is allocated to reduce the Equity Financing and the Initial Term Loans on a pro rata, dollar-for-dollar basis and (d) any increase in the Total Consideration (as defined in the Transaction Agreement) shall be deemed not to be materially adverse so long as such increase is funded by cash of the Target, the proceeds of Permitted Equity or amounts available to be drawn under the Revolving Credit Facility on the Closing Date or such increase is pursuant to any working capital and/or purchase price (or similar) adjustment provision set forth in the Transaction Agreement. For the avoidance of doubt, it is acknowledged and agreed that a waiver or amendmentof the Minimum Cash Condition (as set forth in Section 11.03(d) of the Transaction Agreement) is permitted.

Acquisition. The Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial funding of the Initial Term Loans in accordance in all material respects with the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the 2028 Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the release of the Escrow Property, the Acquisition shall have been consummated or shall be consummated substantially concurrently in accordance with the initial funding terms and conditions of the Initial Term Loans in accordance in all material respects with Acquisition Agreement, and the Acquisition Agreement without shall not have been amended, modified, supplemented or any provisions or condition therein waived by the Borrower, and neither the Borrower nor any affiliate thereof shall have consented to any action which would require the consent of the Borrower or such affiliate under the Acquisition Agreement, if such amendment, modification, supplement, waiver or amendment thereof that is, in the aggregate when taken as a whole, materially consent would be adverse to the interests of the Initial Lenders in any material respect, in any such case without the prior written consent of the Lead Arrangers; provided that any amendment, modification, supplement, waiver or consent (including i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any reduction such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Equity Interests of the Borrower and (iii) of the Minimum Condition (as defined in the acquisition consideration that does not meet the criteria belowAcquisition Agreement) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentLenders.

Acquisition. The Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial funding of under the Initial Term Loans Cash Flow Credit Agreement in accordance in all material respects with the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans term loans under this Agreement, the Cash Flow Credit Agreement and the principal amount of the Unsecured Notes, the 2028 Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. The Acquisition shall have been consummated or shall be consummated substantially concurrently with the any initial funding of the Initial Term Revolving Loans and/or the issuance (or release from escrow, if applicable) of the Secured Notes in accordance in all material respects with the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Cash Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is not funded solely by an increase in the Equity Financingwith indebtedness for borrowed money or disqualified stock of Holdings or any of its subsidiaries (other than borrowings under this Agreement), (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. The Concurrently with the first Credit Event hereunder and the issuance or release from escrow (as applicable) of the 2013 Senior Notes, the Acquisition shall have been consummated or shall be consummated substantially concurrently in accordance with the initial funding terms and conditions of the Initial Term Loans in accordance in all material respects with Acquisition Documentation, and the Acquisition Arrangement Agreement without shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither the Parent nor any Affiliate thereof shall have consented to any action which would require the consent of the Parent or such Affiliate under the Arrangement Agreement, if such alteration, amendment, change, supplement, waiver or amendment thereof that is, in the aggregate when taken as a whole, materially consent would be adverse to the interests of the Initial Lenders (including in any reduction material respect, in any such case without the acquisition consideration that does not meet prior written consent of the criteria below) unless consented to by the Initial Lenders Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); ) (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent that (wa) no reduction decreases the purchase price in respect of the acquisition consideration Acquisition by 10% or more other than purchase price adjustments pursuant to the express terms of the Arrangement Agreement shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on in a ratable basismaterial respect, (xb) no any increase in the acquisition consideration purchase price in respect of the Acquisition shall not be deemed to be materially adverse to the interests of the Initial Lenders if in any material respect, so long as such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as issuance of the date thereof shall constitute a reduction Parent of common equity, or increase in (c) modifies the acquisition consideration so-called “Xerox” provisions of the Arrangement Agreement providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps and (z) third party beneficiary status for the Initial benefit of the Administrative Agent, the Lead Arrangers, the Lenders and their respective Affiliates shall be deemed to have consented be adverse to any waiver or amendment the interests of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined Lenders in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmenta material respect).

Acquisition. The Borrower shall have confirmed to the Agent that the Amendment No. 1 Acquisition shall have been consummated been, or shall be consummated substantially concurrently with the initial funding of the Initial Term Loans 2020 DDTL Facility be, consummated in accordance in all material respects with the terms of the Amendment No. 1 Acquisition Agreement Agreement, but without giving effect to any amendment, waiver or amendment thereof other modification or consent that is, in the aggregate when taken as a whole, is materially adverse to the interests of the Initial 2020 DDTL Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) their capacities as such), unless consented to by the Initial Lenders Amendment No. 1 Lead Arrangers (such consent not to be unreasonably US-DOCS\113406393.17 withheld, delayed conditioned or conditioneddelayed); , it being understood that (w) no reduction any increase in the acquisition consideration purchase price for the Amendment No. 1 Acquisition shall only be deemed to be materially adverse to the 2020 DDTL Lenders so long as such purchase price increase is funded with additional indebtedness for borrowed money or preferred stock or other “disqualified equity”, (x) any decrease in the purchase price for the Amendment No. 1 Acquisition (other than any post-closing adjustments to the DDTL Funding Date purchase price, in each case, pursuant to the express provisions of the draft Acquisition Agreement referred to above) shall be deemed to be materially adverse to the interests 2020 DDTL Lenders unless the 2020 DDTL Facility is reduced pro rata based on the percentage of the Initial Lenders if such reduction is applied first to reduce 2020 DDTL Facility comprising the Equity Financing by an amount such that purchase price for the Equity Financing shall be no less than the Minimum Equity Percentage Amendment No. 1 Acquisition; and second to reduce the principal amount of Initial Term Loans under this Agreement(y) any modification, the principal amount change, amendment, waiver or consent in respect of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration definition of “Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendment2020 DDTL Lenders.

Acquisition. The Acquisition following transactions shall have been consummated (and the Administrative Agent shall have received a certificate of the Borrower to such effect, accompanied by copies of any documentary evidence thereof reasonably requested by the Administrative Agent): (i) all conditions precedent to the consummation of the Tender Offer set forth in the Tender Offer Documents shall have been satisfied or waived with the consent of the Administrative Agent; (ii) since the date thereof, the terms of the Tender Offer and the Tender Offer Documents shall be consummated substantially not have been amended, waived or modified as to price, consideration, conditions, termination or expiration or in any other material respect without the prior approval of the Administrative Agent; (iii) since the date thereof, (A) the terms of the Merger Agreement shall not have been amended, waived or modified as to price, consideration, conditions, termination or expiration or in any other material respect without the prior approval of the Administrative Agent, and (B) the Board of Directors of Daws▇▇ ▇▇▇ll not have withdrawn their approval thereof; (iv) the Borrower, together with its Subsidiaries, shall, concurrently with the initial funding of the Initial Term initial Loans hereunder, have acquired at least 51% of the shares of the common stock of Daws▇▇ (▇▇ such higher percentage of the common and other Capital Stock of Daws▇▇ ▇▇ is necessary under applicable Requirements of Law in accordance in order to, without the affirmative vote of any other holder of capital stock of Daws▇▇, (▇) permit the Merger to be consummated on or prior to the date which is 150 days after the Closing Date and (B) immediately appoint a majority of the Board of Directors of Daws▇▇ ▇▇ such higher number of directors as is required to approve the Merger independently of the votes of any 56 51 other Daws▇▇ ▇▇▇reholders); (v) there shall be no material legal impediments to consummation of the Merger; (vi) all material respects with required actions shall have been taken so that (a) the applicable state anti-takeover law shall be inapplicable to the Acquisition Agreement and (b) any preferred stock purchase rights or other "poison pill" arrangements of Daws▇▇ (including, without waiver or amendment thereof that islimitation, the Rights Agreement, between Daws▇▇ ▇▇▇ Harr▇▇ ▇▇▇st Company of New York, as rights agent, dated as of September 11, 1997) shall not have become, and shall not become, exercisable; (vii) all governmental and third party approvals (including, without limitation, Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇arance) necessary or, in the aggregate when taken as a whole, materially adverse to the interests reasonable discretion of the Initial Lenders Administrative Agent, advisable in connection with the Acquisition, this Agreement and the financings contemplated hereby and the continuing operations of the Borrower and its Domestic Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the continuing operations of the Borrower; (viii) there shall be in place no injunction or other prohibition against the consummation of the Acquisition or the financing contemplated hereby in effect or threatened, and no litigation or proceeding pending or threatened which seeks to enjoin the Acquisition or the financing contemplated hereby or which could reasonably be expected to have a Material Adverse Effect; (ix) neither Daws▇▇ ▇▇▇ any of its Subsidiaries shall have taken, or be taking, any action (including any reduction reorganization, recapitalization, asset sale, stock purchase or distribution to its stockholders) that, in the acquisition consideration reasonable good faith judgment of the Administrative Agent, could be reasonably expected to have a material adverse effect on the condition (financial or otherwise), business, operations, assets or prospects of Daws▇▇ ▇▇ its Subsidiaries or on the consummation of the Tender Offer or the Merger; (x) all actions required to be taken under Daws▇▇'▇ existing indentures and credit facilities shall have been taken or are otherwise provided for such that the consummation of the Tender Offer and the Merger does not meet the criteria below) unless consented to by the Initial Lenders constitute a default, or an event of mandatory prepayment, thereunder (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed put to be materially adverse to made upon the interests Daws▇▇ Change of Control will be initiated promptly after the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentClosing Date).

Acquisition. Other than as consented to by the Agent in ----------- writing: (a) The provisions of the Acquisition Agreement shall not have been consummated amended, modified, waived or terminated. (b) All of the representations and warranties of the Seller set forth in the Acquisition Agreement shall be consummated substantially concurrently with the initial funding of the Initial Term Loans in accordance complete and correct in all material respects on and as of the Restatement Date with the same force and effect as though made on and as of such date. (c) All of the other conditions to the obligations of the Company set forth in the Acquisition Agreement without waiver shall have been satisfied. (d) Any material consent, authorization, order or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result approval of any purchase price adjustment or working capital adjustment expressly Person required in connection with the transactions contemplated by the Acquisition Agreement as shall have been obtained and shall be in full force and effect. (e) All of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall items required to be deemed to have consented to any waiver or amendment of delivered under the Acquisition Agreement if it shall have not affirmatively objected been so delivered. (f) Contemporaneously with the making by the Lenders of the extension of credit hereunder on the Restatement Date, the Company shall have furnished to any such waiver or amendment within three Business Days (as defined in the Lenders a certificate, signed by a Financial Officer, to the effect that the closing has occurred under the Acquisition Agreement as Agreement. (g) Contemporaneously with the making by the Lenders of the date thereofextension of credit hereunder on the Restatement Date, LDEC shall have executed and delivered in favor of the Agent for the benefit of the Lenders a joinder agreement satisfying the requirements of Section 9.9. (h) The Agent shall have had the opportunity to complete, in its sole discretion, a satisfactory review of receipt of written notice of such waiver or amendmentLDEC, including but not limited to environmental review, financial projections to be provided by the Company and due diligence reports provided to the Company by its advisors.

Acquisition. The Acquisition shall have been consummated consummated, or substantially simultaneously with the issuance and sale of the Acquisition Preferred Stock and the borrowings under the Delayed Draw Term Loans, shall be consummated substantially concurrently consummated, in accordance with the initial funding terms of the Initial Term Loans in accordance in all material respects with Merger Agreement, without giving effect to any modifications, amendments, consents or waivers thereto by the Acquisition Agreement without waiver Corporation or amendment thereof its Subsidiaries that is, in the aggregate when taken as a whole, are materially adverse to the interests Holders without the prior consent of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (Required Holders, such consent not to be unreasonably withheld, delayed or conditioned); conditioned (it being understood that (wi) no any reduction in the acquisition purchase price of, or consideration for, the Acquisition under the Merger Agreement shall not be deemed materially adverse to the interests of the Holders so long as any reduction reduces the amount of the Delayed Draw Term Loans and the amount of the Acquisition Preferred Stock ratably, (ii) any increase in the cash purchase price of, or consideration for, the Acquisition under the Merger Agreement shall not be deemed materially adverse to the interests of the Holders so long as any such increase is funded solely by an increase in the Equity Contribution and (iii) any amendment to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first Holders. Notwithstanding the foregoing, without the prior written consent of Ares the Corporation shall not have elected to reduce increase the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days “Cash Consideration Amount” (as defined in the Acquisition Agreement as Merger Agreement) pursuant to the proviso in the definition thereof; provided that in lieu of the date thereof) of receipt of written notice payment of such waiver or amendmentadditional Cash Consideration Amount the Merger Agreement may be amended to provide for payment of such additional amount in the form of a preferred stock of the Corporation which ranks junior to the Senior Preferred Stock and is on terms satisfactory to the Investors.

Acquisition. The Acquisition Scheme/Merger Transaction, the Offer or the Bermuda Merger (as applicable) shall have been consummated or shall be consummated (or, substantially concurrently contemporaneously with the initial funding making of the Initial Term Loans (subject in the case of the Offer to completion of any compulsory acquisition provided for by the Bermuda Companies Law or any other transaction following acceptance of Equity Interests of the Target of the Offer for the purpose of XL Group or its Subsidiaries acquiring the entire issued share capital of the Target in accordance with the Bermuda Companies Law), will be) consummated in all material respects pursuant to (i) in the case of a Scheme/Merger Transaction, the Scheme/Merger Documents (and in accordance with the Acquisition Agreement without waiver or amendment thereof that isorder of the Court sanctioning the Scheme), (ii) in the case of a Bermuda Merger, the Bermuda Merger Documents, and (iii) in the case of an Offer, the Offer Documents, and the Implementation Agreement, in the aggregate when taken as a wholeeach case, without giving effect to any modifications, consents, amendments or waivers thereto agreed to by XL Group or any of its Subsidiaries that in each case are materially adverse to the interests of the Initial Lenders or the Joint Lead Arrangers (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (wx) no reduction any change in the acquisition purchase consideration shall not exceeding 10% in the aggregate in respect of the Acquisition will be deemed not to be materially adverse to the interests Lenders or the Joint Lead Arrangers; provided that any reduction of the Initial Lenders if such reduction is applied first cash portion of the purchase consideration shall have been allocated to reduce the Equity Financing Commitments by the Borrower pursuant to Section 2.05(a) in an amount equal to such that reduction in the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount cash portion of the Unsecured Notes, the Secured Notes purchase consideration and the Equity Financing, on a ratable basis, (xy) no increase any change in the acquisition purchase consideration in excess thereof shall be deemed to be materially adverse to the interests interest of the Initial Lenders if and the Joint Lead Arrangers), unless each of the Joint Lead Arrangers shall have provided their written consent thereto or unless such increase is funded solely by an increase in the Equity Financingmodifications, (y) no modification to the acquisition consideration as a result of any purchase price adjustment consents, amendments or working capital adjustment expressly contemplated waivers are required by the Acquisition Agreement as Code Committee (and, if applicable, the Code Expert) in accordance with the terms of the date thereof Implementation Agreement (as in effect on the Effective Date), provided that if requested in writing by either Joint Lead Arranger, the Borrower shall constitute a reduction or increase in have obtained written confirmation from the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment Code Expert that it concurs with such requirement of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentCode Committee.

Acquisition. (i) The Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial funding of the Initial Term Loans Credit Facilities in accordance in all material respects with the terms of the Acquisition Agreement without and no terms or conditions to the Borrower’s obligations to consummate the Acquisition shall have been amended or waived other than (x) with the consent of the Agents (which consent shall not be unreasonably withheld or delayed (it being understood that the Administrative Agent shall promptly post to Intralinks a notice to the Lenders regarding the giving of any such consent)) or (y) any terms or conditions the amendment or waiver of which shall not be materially adverse to the Lenders or amendment thereof the Lead Arrangers (as determined by the Agents (it being understood that is, the Administrative Agent shall promptly post to Intralinks a notice to the Lenders regarding the making of any such determination)) (it being understood that any change to the purchase price of the Acquisition in excess of $5,000,000 or to the financing cooperation covenant in the aggregate when taken as a whole, materially Acquisition Agreement shall be deemed to be material and adverse to the interests of the Initial Lenders and the Lead Arrangers); (including ii) the sources and uses of funding for the Acquisition shall be as set forth on the Sources and Uses table attached as Schedule 1.1C; and (iii) after giving effect to the Acquisition and the borrowings under the Loan Documents, the Subordinated Note and the payment of fees and expenses in connection with the foregoing, ▇▇▇▇▇▇▇▇.▇▇▇ (Cayman) Limited Partnership and its Subsidiaries shall have no Indebtedness, other than the Indebtedness pursuant to any reduction Loan Document, the Canadian Government Loan in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent an amount not to be unreasonably withheldexceed CDN $672,000, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreementtrade payables, Capital Leases, equipment financings, the principal amount Existing Letters of the Unsecured Notes, the Secured Notes Credit and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely other Indebtedness permitted by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentSection 7.2.

Acquisition. The Acquisition shall have been consummated or shall be consummated or, substantially concurrently with the initial funding making of the Initial Term Loans in accordance under this Agreement shall be, consummated in all material respects in accordance with the terms of the Acquisition Agreement (without waiver giving effect to any modifications, consents, amendments or amendment thereof waivers by the Borrower (or one of its affiliates) thereto that is, in the aggregate when taken as a whole, each case are materially adverse to the interests of the Initial Lenders or the Joint Lead Arrangers, in their capacities as such (including any reduction in it being understood and agreed that (i) an increase to the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent purchase price shall be deemed not to be unreasonably withheldmaterially adverse to the interests of the Lenders or the Joint Lead Arrangers so long as such increase is funded with common equity, delayed or conditioned); it being understood that (wii) no reduction in a decrease to the acquisition consideration purchase price of not more than 10% purchase price shall not be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce or the Equity Financing by an amount such that Joint Lead Arrangers and shall not require the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount consent of the Unsecured NotesJoint Lead Arrangers if the Aggregate Commitments and aggregate commitments in respect of the Bridge Facility are reduced dollar for dollar (with such dollar-for-dollar reduction applied ratably as between the Aggregate Commitments and aggregate commitments in respect of the Bridge Facility, and among the Secured Notes Aggregate Commitments, pro rata between the Aggregate Tranche 1 Commitments and the Equity Financing, on a ratable basis, Aggregate Tranche 2 Commitments) and (xiii) no increase any change in the acquisition consideration definition of “Material Adverse Effect on the Company” in the Acquisition Agreement shall be deemed to be materially adverse to the interests of Lenders and the Initial Lenders if such increase is funded solely by an increase Joint Lead Arrangers, in their capacities as such), unless the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it Joint Lead Arrangers shall have provided their written consent thereto (such consent not affirmatively objected to any be unreasonably withheld, conditioned or delayed)), in each case, other than such waiver or amendment within three Business Days (as defined in conditions that by their nature are to be satisfied upon the Acquisition Agreement as of the date thereof) of receipt of written notice closing of such waiver transaction, have been satisfied or amendmentwaived or are expected to be satisfied and waived on the Closing Date.

Acquisition. The Acquisition shall have been consummated or shall be consummated substantially concurrently Concurrently with the initial funding of the Initial 2015 Incremental Term Loans B Loans, the Par Acquisition shall have been consummated in accordance accordance, in all material respects respects, with the terms and conditions of the Par Acquisition Agreement. The Par Acquisition Agreement without shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived by Parent, and neither the Parent nor any affiliate thereof shall have consented to any action which would require the consent of the Parent or such affiliate under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or amendment thereof that is, in the aggregate when taken as a whole, materially consent would be adverse to the interests of the Initial 2015 Lead Arrangers or the Lenders (including party to this Incremental Amendment in any reduction material respect, in any such case without the acquisition consideration that does not meet prior written consent of the criteria below) unless consented to by the Initial Lenders 2015 Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); ) (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent that (wa) no reduction decreases the purchase price in respect of the acquisition consideration Par Acquisition by 10% or more other than purchase price adjustments pursuant to the express terms of the Par Acquisition Agreement shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce party hereto in a material respect, (b) increases the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount purchase price in respect of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration Par Acquisition shall not be deemed to be materially adverse to the interests of the Initial Lenders if party hereto so long as such increase is funded solely by an increase in the Equity Financing, issuance of common equity of the Parent or cash on hand of the Parent and its subsidiaries and (yc) no modification to modifies the acquisition consideration as a result so-called “Xerox” provisions of any purchase price adjustment or working capital adjustment expressly contemplated by the Par Acquisition Agreement as providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps, restrictions on certain amendments, and third party beneficiary status for the benefit of the date thereof shall constitute a reduction or increase in Administrative Agent, the acquisition consideration 2015 Lead Arrangers, the Lenders party hereto and (z) the Initial Lenders their respective affiliates shall be deemed to have consented be adverse to any waiver or amendment the interests of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined Lenders party hereto in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmenta material respect).

Acquisition. The Acquisition shall have been consummated been, or shall be consummated substantially concurrently with the initial funding of the Initial Term Loans in accordance Borrowing under this Agreement shall be, consummated in all material respects in accordance with the Acquisition Agreement. No provision of the Acquisition Agreement shall have been waived, amended, consented to or otherwise modified in a manner material and adverse to the Lenders (in their capacity as such) without waiver the consent of the Lead Arranger and Bookrunner (not to be unreasonably withheld, delayed, denied or amendment thereof conditioned and provided that isthe Lead Arranger and Bookrunner shall be deemed to have consented to such waiver, amendment, consent or other modification unless they shall object thereto within three (3) Business Days after notice of such waiver, amendment, consent or other modification); provided that (i) any reduction in the aggregate when taken as a whole, materially purchase price for the Acquisition set forth in the Acquisition Agreement shall not be deemed to be material and adverse to the interests of the Lenders so long as any such reduction is applied to (x) first reduce the Equity Contribution on a dollar-for-dollar basis until the Equity Contribution has been reduced to 30% of the Capitalization Amount and (y) thereafter, after giving effect to the application of the reduction of the purchase price in clause (x) above, reduce the Equity Contribution and each of the Initial Lenders Term Loans and the Senior Notes on a pro rata basis, (including ii) any reduction increase in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction purchase price set forth in the acquisition consideration Acquisition Agreement shall be deemed to be materially not material and adverse to the interests of the Initial Lenders if so long as such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such purchase price increase is not funded solely by an increase in the Equity Financingwith additional Indebtedness (it being understood and agreed that no working capital, (y) no modification to the acquisition consideration as a result of any purchase price or similar adjustment or working capital adjustment expressly contemplated by provisions set forth in the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration purchase price), and (ziii) any change to the Initial Lenders shall be deemed to have consented to any waiver or amendment definition of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof) shall be deemed materially adverse to the Lenders and shall require the consent of the date thereof) of receipt of written notice of such waiver Lead Arranger and Bookrunner (not to be unreasonably withheld, delayed, denied or amendmentconditioned).

Acquisition. The Acquisition shall have been consummated or shall be consummated immediately prior to, or substantially concurrently with the initial funding of the Initial Term Loans in accordance Loan in all material respects in accordance with the Acquisition Agreement Agreement, without waiver giving effect to any amendments, waivers, modifications or amendment thereof consents thereunder that is, in the aggregate when taken as a whole, are materially adverse to the interests of the Initial Arrangers in their capacities as Lenders (including any reduction or the Administrative Agent unless approved in the acquisition consideration that does not meet the criteria below) unless consented to writing by the Initial Lenders Arrangers or the Administrative Agent, as applicable (such consent approval not to be unreasonably withheld, delayed or conditioned); it being understood provided that (wa) no reduction any amendment, waiver or other modification resulting in (i) any increase in the acquisition consideration purchase price shall be deemed to be not materially adverse to the Lenders and the Administrative Agent so long as such increase is not funded with additional Indebtedness (other than amounts from other facilities available to STORE Capital and in existence prior to the Closing Date that are assumed by the Company on the Closing Date), or (ii) any decrease in the purchase price shall not be materially adverse to Lenders and the Administrative Agent so long as (x) such decrease is less than 10% of the purchase price in respect of the Acquisition or (y) 100% of such decrease in excess of 10% of the purchase price is applied to reduce the amount of the Facility and the equity commitments in respect of the Transactions on a pro rata basis, and (c) any amendment, waiver or other modification of (i) the definition of “Company Material Adverse Effect” as set forth in the Acquisition Agreement, (ii) the definition of “End Date” as set forth in the Acquisition Agreement, (iii) the proviso in Section 2.3(a) of the Acquisition Agreement or (iv) the last sentence of Section 8.1 of the Acquisition Agreement shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, Administrative Agent. The Arrangers (xin their capacities as Lenders) no increase in and the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders Administrative Agent shall be deemed to have consented to any waiver amendments, waivers, modifications or amendment of consents under the Acquisition Agreement if it shall have not affirmatively objected to any such waiver amendment, waiver, modification or amendment consent within three Business Days (as defined in the Acquisition Agreement as of the date thereof) five business days of receipt of written notice of such waiver amendment, waiver, modification or amendmentconsent.

Acquisition. In the event that, during the term of this Agreement, a Third Party shall acquire, directly or indirectly, more than 50% of the shares of a Party's stock entitled to vote for the election of directors of such Party (the "Acquired Party"), the other Party shall have the right, within one hundred twenty (120) days of such acquisition, to assume the rights and responsibilities of, and shall be deemed, the Development Lead, Regulatory Lead, Manufacturing Lead and Commercial Lead (with the Acquired Party being designated as the "Co-Detailer") and the Acquired Party shall take all actions to facilitate such transition to the other Party, including without limitation, those as set forth hereinbelow; provided however, that all other rights and obligations of the Parties shall remain in full force and effect: (a) The Acquisition Acquired Party shall transfer to the other Party ownership of all Regulatory Filings and Regulatory Approvals then in its name for all Collaboration Products and shall notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect such transfer of ownership. The Acquired Party shall assign to the other Party all of the Acquired Party's right, title and interest in the Product Trademarks. [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) The Acquired Party shall, at the request of the other Party, assign (if assignable under its terms) to the other Party all of the Acquired Party's rights and obligations under any then-existing Third Party licenses having a license grant limited specifically to Collaboration Products, regarding the making, having made, use, selling, offering to sell, and importing, exporting or otherwise transferring physical possession of or otherwise transferring title in or to Collaboration Products and shall not (until receiving notice of whether or not the other Party desires such an assignment) terminate or amend any such Third Party license. Otherwise, the Acquired Party shall, at the request of the other Party, sublicense (if sublicensable under its terms) to the other Party all of the Acquired Party's rights and obligations under any then-existing Third Party licenses regarding the making, having made, use, selling, offering to sell, and importing, exporting or otherwise transferring physical possession of or otherwise transferring title in or to Collaboration Products and shall not (until receiving notice of whether or not the other Party desires such a sublicense) terminate or amend any such Third Party license. (c) In the event the Acquired Party shall have been consummated or the Manufacturing Lead on the date of acquisition and (1) have been using a Third Party contract manufacturer to manufacture Collaboration Products, it shall only be consummated substantially concurrently obligated, with the initial funding of the Initial Term Loans in accordance in all material respects with the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse respect to the interests manufacture and supply of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans Collaboration Products under this Agreement, to assign its agreement with each such Third Party contract manufacturer to the principal amount other Party or (2) have been manufacturing Collaboration Products at its own facilities, it shall remain responsible for supplying the amounts of Collaboration Products that it was obligated to supply at the time of such termination (consistent with the clinical and/or commercial forecasts, as applicable, and other terms and conditions of the Unsecured NotesProcess Development/Manufacturing Plan section of the Program Plan) for a reasonable period of time to allow the other Party to obtain an alternate source of supply, if necessary, pursuant to a transition plan which shall be approved by [***] decision of the Steering Committee and which sets forth responsibilities and schedules for transferring manufacturing responsibilities as expeditiously as possible with the goal of providing for an uninterrupted supply of Collaboration Product of suitable quality and quantity required for the Development and Commercialization to proceed. Once manufacturing responsibility has been successfully transferred, the Secured Notes Acquired Party shall no longer be responsible for the manufacture and supply of Collaboration Products to the Equity Financing, on a ratable basis, (x) no increase other Party for the Development and Commercialization of Collaboration Products in the acquisition consideration Territory and making any decision with respect thereto and shall no longer be deemed responsible for any process development work to be materially adverse support quality assurance, improving manufacturing/cost efficiency and commercial scale-up manufacturing. In the event the Acquired Party is obligated to continue to supply Collaboration Products under this Section 16.10(c), the interests of the Initial Lenders if such increase is funded solely by an increase other Party shall use Commercially Reasonable Efforts to identify one or more viable Third Party manufacturers in the Equity Financing, (y) no modification order to the acquisition consideration transfer manufacturing operations as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement soon as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentcommercially reasonable.

Acquisition. The Evidence that: (i) the Acquisition shall be simultaneously consummated in accordance with the terms of the Acquisition Documents without giving effect to any modification, supplement or waiver thereof not approved by the Required Lenders; (ii) without limiting the foregoing, each of the conditions set forth in clauses (a), (b) and (c) of Section 7.2 of the MVE Holdings Merger Agreement shall have been consummated satisfied without giving effect to any modification, supplement or waiver thereof not approved by the Required Lenders; (iii) all governmental and third party approvals in connection with the Transactions shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose materially adverse conditions on the Transactions or the financing thereof; (iv) there shall be consummated substantially concurrently no action, suit or proceeding at law or in equity or by or before any Governmental Authority pending or, to the knowledge of the Borrower, threatened against the Borrower or any other party to the Acquisition Documents or relating to the Transactions that could reasonably be expected to have a material adverse effect on the ability of the Borrower or any of the other Credit Agreement parties to the Acquisition Documents to consummate the Transactions or that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on any of the Transactions; (v) the aggregate consideration and other amounts payable by the Borrower and its Subsidiaries in connection with the initial funding consummation of the Initial Term Loans Acquisition shall not exceed $254,300,000 (including the aggregate amount of the Indebtedness assumed in accordance connection therewith); and (vi) the sources and uses of the funds for the consummation of the Acquisition and the other transactions contemplated to occur in all material respects connection therewith shall be as set forth in the Information Memorandum; and the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to such effect and to the effect that attached thereto are true and complete copies of each of the documents delivered in connection with the closing of the Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse pursuant to the interests Merger Agreements. In addition, the Administrative Agent shall have received copies of the Initial Lenders legal opinions (including any reduction if any) delivered to the Borrower pursuant to the Merger Agreements in connection with the acquisition consideration that does not meet the criteria belowAcquisition, together with a letter from each Person delivering such opinion (or authorization within such opinion) unless consented to authorizing reliance thereon by the Initial Lenders (such consent not to be unreasonably withheldAdministrative Agent and the Lenders, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration Borrower shall be deemed request counsel for MVE Holdings and MVE Investors to be materially adverse to the interests of the Initial Lenders if deliver such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentreliance letter.

Acquisition. The Acquisition shall have been consummated Prior to or shall be consummated substantially concurrently with the initial funding of the Initial Incremental Term Facility B Loans on the 2025 Pre-Funding Date the Obligor's Agent and/or Bidco, as applicable, shall have delivered one or more officer’s certificates (x) certifying that all conditions (other than those conditions that by their terms are to be satisfied at the consummation of the Acquisition (as defined below)) necessary for consummation of the acquisition by Liberty Media Corporation ("LMC"), directly or indirectly through one or more of its subsidiaries, of approximately 84% of the equity interests in Dorna Sports, S.L. ("Dorna") (the "Acquisition") as contemplated by and in accordance with the terms of the Share Purchase Agreement dated as of March 29, 2024 (the "Acquisition Agreement") in all material respects accordance with ​ ​ the terms of the Acquisition Agreement without waiver have been satisfied, (y) certifying that the "Scheduled Completion Date" (as defined in the Acquisition Agreement) and the consummation of the Acquisition in accordance with the terms of the Acquisition Agreement has been scheduled to occur on 3 July 2025, and (z) certifying that no consent by Bidco or amendment thereof that isLMC or any of its subsidiaries shall have been provided under the Acquisition Agreement, in the aggregate when taken as a wholeeach case, which is materially adverse to the interests of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders TLB Incremental Lender without its prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); . Without limiting the foregoing, it being is understood and agreed that (wa) no reduction any decrease in the acquisition consideration purchase price shall be deemed to not be materially adverse to the interests of the Initial Lenders if TLB Incremental Lender to the extent the cash consideration portion of any such reduction (if any) is applied first to reduce any Permanent Financing and/or the Equity Financing Bridge Facility (each as defined in the Engagement Letter, defined below), as selected by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity FinancingLMC, on a ratable basis, dollar-for-dollar basis and (xb) no any increase in the acquisition consideration purchase price equal to or greater than 10% of the purchase price shall be deemed to be materially adverse to the interests of the Initial Lenders if TLB Incremental Lender unless such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment not financed with indebtedness issued or working capital adjustment expressly contemplated incurred by the Acquisition Agreement as of the date thereof shall constitute a reduction Group or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentBidco.

Acquisition. (i) The Acquisition shall have been consummated been, or shall be consummated substantially concurrently with the initial funding of the Initial Incremental Term Loans B Facility be, consummated in accordance in all material respects with the terms of the Agreement and Plan of Merger dated as of July 29, 2016 the Borrower, 5.11 ABR Corp., 5.11 ABR Merger Corp. (“Merger Sub”), the Target and TA Associates Management, L.P., as Securityholders’ Agent (as may, subject to paragraph (d)(ii) below, be amended, supplemented or other modified from time to time, the “Acquisition Agreement”) and the other documents, agreements and instruments relating thereto (together with the Acquisition Agreement without waiver or amendment thereof Agreement, the “Acquisition Documents”), and the Administrative Agent shall have received evidence satisfactory to it that merger of Merger Sub with and into the Company is, or shall concurrently with the funding of the Incremental Term B Facility be, effective. (ii) The Acquisition Documents shall not be altered, amended or otherwise changed or supplemented or any condition therein waived in the aggregate when taken as a whole, any manner that would be materially adverse to the interests Lenders in their capacities as such without the prior written consent of the Initial Lenders (including Administrative Agent. For purposes of the foregoing condition, it is hereby understood and agreed that any reduction increase or decrease in the acquisition consideration that does not meet the criteria below) unless consented to aggregate purchase price by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration more than 10% shall be deemed to be materially adverse to the interests Lenders. (iii) The representations and warranties made by or on behalf of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase Target in the acquisition consideration shall be deemed to be materially adverse Acquisition Documents and which are material to the interests of the Initial Lenders if such increase is funded solely (in their capacities as such) shall be true and correct in all material respects (or, with respect to representations already qualified by an increase concepts of materiality, in all respects) as of the Equity FinancingClosing Date, (y) no modification but only to the acquisition consideration extent that the Borrower or any of its affiliates has the right to terminate its obligations under the Acquisition Documents or to decline to consummate the Acquisition as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as a breach of the date thereof shall constitute a reduction or increase in the acquisition consideration such representations and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined warranties in the Acquisition Agreement as of Documents. (iv) Since the date thereofof Acquisition Agreement, there shall not have been any event, occurrence, state of facts, circumstance, condition, effect or change that has had or would be reasonably expected to have, individually or in the aggregate, a “Material Adverse Effect”. Solely for purposes of this clause (vi) of receipt of written notice of “Material Adverse Effect” has the meaning assigned to such waiver or amendmentterm in the Acquisition Agreement.

Acquisition. The Acquisition shall have been consummated been, or shall be consummated substantially concurrently with the initial funding borrowing of the Initial New Term Loans in accordance shall be, consummated in all material respects in accordance with the Acquisition Agreement. No provision of the Acquisition Agreement shall have been waived, amended, consented to or otherwise modified in a manner material and adverse to the New Term Loan Lender (in its capacity as such) without waiver or amendment thereof that is, the consent of the Lead Arranger (as defined in the aggregate when taken Commitment Letter (as a wholedefined below)) (not to be unreasonably withheld, materially delayed, denied or conditioned and provided that the Lead Arranger shall be deemed to have consented to such waiver, amendment, consent or other modification unless they shall object thereto within three (3) Business Days after notice of such waiver, amendment, consent or other modification); provided that (i)(x) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not be deemed to be material and adverse to the interests of the Initial Lenders New Term Loan Lender so long as any such reduction is applied (including any reduction 1) first, to reduce Cash Consideration (as defined in the acquisition consideration that does not meet Commitment Letter) to $0 and (2) thereafter, to reduce the criteria belowNew Term Loans and (y) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction any increase in the acquisition consideration purchase price set forth in the Acquisition Agreement shall be deemed to be materially not material and adverse to the interests of the Initial Lenders if New Term Loan Lender so long as such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such purchase price increase is not funded solely by an increase in the Equity Financingwith additional indebtedness (it being understood and agreed that no purchase price, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital or similar adjustment expressly contemplated by provisions set forth in the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration purchase price) and (zii) any change to the Initial Lenders shall be deemed to have consented to any waiver or amendment definition of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect November 4, 2015) shall be deemed materially adverse to the New Term Loan Lender and shall require the consent of the date thereof) of receipt of written notice of such waiver Lead Arranger (not to be unreasonably withheld, delayed, denied or amendmentconditioned).

Acquisition. The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the release of the Escrow Property, the Acquisition shall have been consummated or shall be consummated substantially concurrently in accordance with the initial funding terms and conditions of the Initial Term Loans in accordance in all material respects with Acquisition Agreement, and the Acquisition Agreement without shall not have been amended, modified, supplemented or any provisions or condition therein waived by the Borrower, and neither the Borrower nor any affiliate thereof shall have consented to any action which would require the consent of the Borrower or such affiliate under the Acquisition Agreement, if such amendment, modification, supplement, waiver or amendment thereof that is, in the aggregate when taken as a whole, materially consent would be adverse to the interests of the Initial Lenders in any material respect, in any such case without the prior written consent of the Lead Arrangers; provided that any amendment, modification, supplement, waiver or consent (including i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any reduction such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Equity InterestsCapital Stock of the Borrower and (iii) of the Minimum Condition (as defined in the acquisition consideration that does not meet the criteria belowAcquisition Agreement) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentLenders.

Acquisition. The Laminar Acquisition shall have been consummated or shall be consummated immediately prior to or, substantially concurrently with the initial funding of borrowing under the Initial 2022 Incremental Term Loans in accordance Facility shall be, consummated in all material respects in accordance with the terms of the Laminar Acquisition Agreement Agreement, without waiver giving effect to any modifications, amendments, supplements or amendment thereof waivers or consents by the Company (or one of its affiliates) thereto that is, in the aggregate when taken as a whole, are materially adverse to the interests Lead Arrangers or the 2022 Incremental Term Lenders (in their respective capacities as such) without the consent of the Initial Lenders Lead Arrangers (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); provided that such consent shall be deemed granted if the Lead Arrangers do not respond within three (3) Business Days (as defined in the Laminar 7 Sealed Air – Amendment No. 1 and Incremental Assumption Agreement Acquisition Agreement as in effect on October 31, 2022) (it being understood and agreed that any change to the definition of Material Adverse Effect (was defined in the Laminar Acquisition Agreement as in effect on October 31, 2022), shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders, any waiver of the requirement to obtain the Debt Releases shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders and any modification, amendment or express waiver or consents by the Company (or one of its affiliates) no that results in an increase or reduction in the acquisition consideration purchase price shall be deemed to not be materially adverse to the interests of the Initial 2022 Incremental Term Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no so long as any increase in the acquisition consideration purchase price shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase with cash on hand or additional common equity (it being understood and agreed that no purchase price, working capital or similar adjustment provisions set forth in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Laminar Acquisition Agreement as of the date thereof in effect on October 31, 2022 shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentpurchase price).

Acquisition. The Acquisition shall have been consummated or shall be consummated or, substantially concurrently with the initial funding borrowing of the Initial First Lien Term Loans in accordance and Second Lien Term Loans under shall be, consummated in all material respects in accordance with the terms of the Acquisition Agreement Agreement, without waiver giving effect to any modifications, amendments or amendment thereof express waivers or consents (including any consent under the definition of Company Material Adverse Effect) by the Lead Borrower (or one of its Affiliates) thereto that is, in the aggregate when taken as a whole, are materially adverse to the interests Lenders in their capacities as such without the consent of the Initial Lenders Joint Lead Arrangers and Bookrunners (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed conditioned or conditioned); delayed) (it being understood and agreed that (wa) no reduction in the acquisition consideration shall be deemed to be materially adverse (i) any change to the interests definition of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage Company Material Adverse Effect and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (xii) no increase in the acquisition consideration shall be deemed to be materially adverse any change to the interests definition of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days Outside Date (as defined in the Acquisition Agreement as of Agreement) which would make such date later, in each case, shall be deemed materially adverse to the date thereofLenders and (b) of receipt of written notice of such any modification, amendment or express waiver or amendmentconsents by the Lead Borrower (or one of its affiliates) that results in an increase or reduction in the purchase price shall be deemed to not be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness (excluding the Credit Facilities) and (ii) any reduction shall be allocated first to reduce the Equity Investment to the Minimum Equity Amount and thereafter to the Initial Term Loans and the Second Lien Facility on a pro rata basis).

Acquisition. The Acquisition shall have been consummated or shall will be consummated substantially concurrently with the initial funding of under the Initial Term Loans Incremental Facilities in accordance in all material respects with the terms of the Acquisition Agreement (without any amendment, modification or waiver or amendment of any of the provisions thereof that is, in the aggregate when taken as a whole, would be materially adverse to the interests Lenders without the consent of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (Antares Lender, such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); it being understood provided that (wi) no a reduction in the acquisition purchase price under the Acquisition Agreement shall not be deemed to be materially adverse to the Commitment Parties so long as such decrease shall be allocated first to reduce the Equity Contribution to no less than the Minimum Equity Contribution and, thereafter, on a pro rata basis, (A) to a reduction in any amounts to be funded under the Incremental Term Loan Facility and (B) to the Equity Contribution, (ii) any amendment or waiver to the terms of the Acquisition Agreement that has the effect of increasing the cash consideration required to be paid thereunder on or prior to the Closing Date shall not be deemed to be materially adverse to the Commitment Parties if such increase is funded with an increase in the aggregate amount of the Equity Contribution, (iii) any purchase price adjustment expressly contemplated by the Acquisition Agreement (including any working capital purchase price adjustment) shall not be considered an amendment or waiver of the Acquisition Agreement and (iv) any change to (or consent to waive) the definition of “Material Adverse Change” contained in the Acquisition Agreement shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentCommitment Parties.

Acquisition. (a) The Acquisition shall have been consummated or shall will be consummated substantially concurrently with or immediately following the initial funding issuance of the Initial Term Loans in accordance in all material respects with Senior Unsecured Notes. (b) The Acquisition Agreement shall not have been amended, modified or waived, and the Borrower (or its applicable affiliate) shall not have consented to any action thereunder or pursuant thereto which would require the consent of the Borrower (or its applicable affiliate) under the Acquisition Agreement without waiver or amendment thereof Agreement, that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction Commitment Parties in their respective capacities as such without the acquisition consideration that does not meet consent of the criteria below) unless consented to by the Initial Lenders Commitment Parties (such consent not to be unreasonably withheld, delayed or conditioned); ) (it being understood and agreed that (w1) no reduction in any change to the acquisition consideration definition of “Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce the Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basisCommitment Parties, (x2) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the Initial Lenders if Commitment Parties so long as such increase is not funded solely by an increase with the proceeds of long-term indebtedness (excluding for the avoidance of doubt, borrowings under the ABL Credit Agreement (as defined in the Equity FinancingExisting Credit Agreement)), (y3) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof hereof shall constitute a reduction decrease or increase in the acquisition consideration and consideration, (z4) the Initial Lenders each Commitment Party shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three five (5) Business Days (as defined in the Acquisition Agreement (as of in effect on the date thereofhereof)) of receipt of written notice of such waiver or amendment) and the Acquisition shall be consummated in accordance with the Acquisition Agreement and (5) any change or waiver to the definition of “Required Information” or Section 6.11(b)(i) of the Acquisition Agreement shall be deemed materially adverse to the interests of the Commitment Parties.

Acquisition. The Trican Acquisition shall have been consummated or shall be consummated or, substantially concurrently with the initial funding Closing Date, shall be consummated in accordance with the terms of the Initial Term Loans Trican Asset Purchase Agreement (as amended and in accordance in all material respects with the Acquisition Agreement effect from time to time, but without waiver giving effect to any modifications, amendments, waivers or amendment thereof consents that is, in the aggregate when taken as a whole, are materially adverse to the interests Lenders without the prior written consent of the Initial Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed)); provided, that (a) any increase in the cash acquisition consideration in respect of the Trican Acquisition (the “Trican Acquisition Consideration”) shall not be deemed to be materially adverse to the Lenders to the extent funded solely by an increase in the cash common equity contributed pursuant to the Common Equity Financing (it being understood that any such increase solely due to a working capital adjustment shall not be deemed to be materially adverse to the Lenders), (wb) no reduction any decrease in the acquisition consideration Trican Acquisition Consideration (other than pursuant to any working capital adjustment) by an amount less than 5% of the Trican Acquisition Consideration (as provided for pursuant to the Trican Asset Purchase Agreement as in effect on January 26, 2016) shall not be deemed to be materially adverse to the Lenders to the extent the amount of cash equity contributed under the Common Equity Financing is not decreased and (c) any modification, amendment, waiver or consent shall be deemed to be materially adverse to the interests of the Initial Lenders if such reduction is applied first to reduce modification, amendment, waiver or consent results in (i) the Equity Financing by an amount such that the Equity Financing shall be no purchase of less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term Loans under this Agreement, the principal amount 95% of the Unsecured Notesassets (other than working capital) by value that are the subject of the Trican Acquisition (determined before giving effect to such modification, amendment, waiver or consent) or (ii) the Secured Notes and assumption of liabilities not otherwise provided for under the Equity FinancingTrican Asset Purchase Agreement as in effect on January 26, on a ratable basis2016 or disclosed in writing to the Administrative Agent prior to January 26, (x) no increase 2016 that together with any reduction in value described in the acquisition consideration shall be deemed preceding sub-clause (i) are equal to be materially adverse to the interests more than 5% of the Initial Lenders if such increase is funded solely by an increase in the Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as value of the date thereof shall constitute a assets (other than working capital) that are the subject of the Trican Acquisition (determined before such reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of the date thereof) of receipt of written notice of such waiver or amendmentassumption).