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The Adapt Acquisition shall have been consummated substantially concurrently with the funding of the Initial Term Loan on the Closing Date in all material respects in accordance with the Adapt Purchase Agreement without giving effect to any amendments, waivers, modifications or consents thereunder that are materially adverse to the interests of the Lenders or the Arrangers (as reasonably determined by the Arrangers) unless such amendments, waivers, modifications or consents are approved in writing by the Arrangers, such approval not to be unreasonably withheld or delayed.

The Adapt Acquisition shall have been consummated, or shall be consummated substantially concurrently with the funding of the Initial Term Loaninitial borrowing under any Facility on the Closing Date in all material respectsDate, in accordance with the Adaptterms of the Purchase Agreement. No provision of the Purchase Agreement without giving effectshall have been waived, amended, consented to any amendments, waivers, modifications or consents thereunderotherwise modified in a manner that are materiallyis material and adverse to the interests (in their capacities as such) without the consent of the Lenders or theLead Arrangers (as reasonably determined by the Arrangers) unless such amendments, waivers, modifications or consents are approved in writing by the Arrangers, such approval not(not to be unreasonably withheldwithheld, delayed or delayed.conditioned).

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