Common use of Financing Commitments Clause in Contracts

Financing Commitments. (a) The Buyer will use its reasonable best efforts to arrange and close the financing set forth in the Commitment Letters and to satisfy the conditions set forth in the Commitment Letters. The Buyer shall keep the Company informed with respect to all material developments concerning the status of the financings contemplated by the Commitment Letters. Without limiting the foregoing, the Buyer agrees to notify the Company promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to any Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain the Required Cash Amount from cash on hand and the Commitment Letters. The Buyer shall not amend or alter, or agree to amend or alter, any Commitment Letter in any manner that would impair, delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. (b) If any Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reason, the Buyer shall use its reasonable best efforts to obtain alternative financing as promptly as practical in an amount that, together with existing cash resources, will equal the Required Cash Amount. If obtained, the Buyer will provide the Company with a copy of the new financing commitment letters. (c) From the date of this Agreement until the Effective Time, the Company agrees to provide, and shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives to provide, such cooperation as may be reasonably requested by Buyer in connection with the arrangement of, and the negotiation of agreements with respect to, its financing (and any substitutions, replacements or refinancing thereof), including using reasonable best efforts to (i) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective lenders and due diligence sessions each conducted at the expense of Buyer, and (ii) assist with the preparation of disclosure documents in connection therewith.

Financing Commitments. (a) The Buyer will Company, Purchaser and Merger Sub shall use its their respective reasonable best efforts to arrange and close cause the financing set forth Financing Commitments to be fulfilled in accordance with their terms (to the Commitment Letters and to satisfy extent such fulfillment is within the conditions set forth in the Commitment Letters. The Buyer shall keep control of the Company informed with respect to all material developments concerning the status of the financings contemplated by the Commitment Lettersand Purchaser). Without limiting the generality of the foregoing, the Buyer agrees to notify each of the Company promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Commitment Letter Purchaser shall expire or be terminated for any reason, (ii) any financing source that is a party to any Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain the Required Cash Amount from cash on hand and the Commitment Letters. The Buyer shall not amend or alter, or agree to amend or alter, any Commitment Letter in any manner that would impair, delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. (b) If any Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reason, the Buyer shall use its reasonable best efforts to obtain alternative financing as promptly as practical in an amount that, together with existing cash resources, will equal the Required Cash Amount. If obtained, the Buyer will provide the Company with a copy of the new financing commitment letters. (c) From the date of this Agreement until the Effective Time, the Company agrees to provide, and shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives employees, accountants, counsel and other representatives to providereasonably cooperate with each other in carrying out the transactions contemplated by the Financing Commitments and in delivering all documents and instruments deemed reasonably necessary by the Company or Purchaser (including providing standard accountants' "comfort" letters and legal opinions and otherwise cooperating and assisting in satisfying the conditions to the Financing Commitments and assisting with the syndication or marketing of the Financing contemplated thereby including, such cooperation as may by (i) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries and (ii) providing assistance in preparation of confidential information memoranda and other materials to be used in connection with consummating the Financing and Refinancing) and taking all other actions reasonably requested by Buyer necessary in connection with the arrangement ofFinancing, including the issuance of the New Notes in the Notes Offering, and the negotiation Refinancing. The Company, Purchaser and Merger Sub shall cooperate in connection with the preparation of agreements all documents and the making of all filings required in connection with respect tothe Financing, its financing including the Notes Offering and the Refinancing (and any substitutions, replacements or refinancing thereofincluding the Note Tender Offer), including using and shall use their respective reasonable best efforts to (i) take, or cause appropriate officers and employees to be availabletaken, on a customary basis all actions and upon reasonable noticeto do, or cause to meet be done, all other things necessary, proper or advisable to consummate the Financing and the Refinancing and the other transactions contemplated hereby. The Company and Purchaser shall immediately provide the Stockholders' Representative with prospective lenders written notice of any written amendments to the terms and due diligence sessions each conducted at conditions of the expense Financing Commitments and the Company shall promptly notify the Stockholders' Representative in writing of Buyer, and (ii) assist with any fact or occurrence that could reasonably be expected to cause any conditions to the preparation of disclosure documents in connection therewithfinancing provided for by the Financing Commitments not to be satisfied.

Financing Commitments. The Buyer covenants as follows: --------------------- (a) The Buyer will shall use its reasonable best efforts to arrange and close obtain the financing set forth in the Commitment Letters and to satisfy the conditions set forth in the Commitment Letters. The Buyer shall keep the Company informed with respect to all material developments concerning the status of the financings contemplated provided for by the Commitment LettersFinancing Commitments. Without limiting the generality of the foregoing, the Buyer agrees shall not take or fail to notify the Company promptlytake, and shall cause its Subsidiaries not to take or fail to take, any action the taking of which, or which the failure to take, would reasonably likely result in any event within two (2) Business Days, if at any time prior of the conditions to the Closing Date (i) any Commitment Letter shall expire Financing Commitments not being satisfied or be terminated the funds contemplated by the Financing Commitments not being available for any reason, (ii) any financing source that is a party to any Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain the Required Cash Amount from cash on hand and the Commitment Letters. The Buyer shall not amend or alter, or agree to amend or alter, any Commitment Letter in any manner that would impair, delay or prevent the transactions contemplated by this Agreement without Agreement, or that would otherwise materially impair or delay the prior written consent consummation of the Company. (b) If transactions contemplated hereby. In the event that such financing or any Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reasonportion thereof becomes unavailable, the Buyer shall use its reasonable best efforts promptly to obtain commitment letters for alternative financing as promptly as practical in an amount that, together with existing cash resources, will equal the Required Cash Amount. If obtained, from other sources sufficient to enable the Buyer will provide to pay the Company with Purchase Price pursuant to this Agreement and otherwise to satisfy its obligations hereunder. Any such alternative financing shall be deemed to constitute (or to constitute a copy portion of, as the case may be) "Financing Commitments" for purposes of this Agreement. The Buyer shall furnish to the new Sellers promptly true and complete copies of any alternative commitment letters from commercial banks or other financing commitment letterssources, all definitive loan agreements entered into pursuant to the Financing Commitments and all other correspondence or notices from any party providing the Financing Commitments relating to the financing. (cb) From The Buyer shall give prompt notice to the date Sellers of the occurrence, or non-occurrence, of any fact or circumstance, or of any notice from any party providing the Financing Commitments, that is reasonably likely to result in any of the conditions to the Financing Commitments not being satisfied or the funds contemplated by the Financing Commitments not being available for the transactions contemplated by this Agreement until the Effective Time, the Company agrees to provide, and shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives to provide, such cooperation as may be reasonably requested by Buyer in connection with the arrangement of, and the negotiation of agreements with respect to, its financing (and any substitutions, replacements or refinancing thereof), including using reasonable best efforts to (i) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective lenders and due diligence sessions each conducted at the expense of Buyer, and (ii) assist with the preparation of disclosure documents in connection therewithAgreement.

Financing Commitments. (a) The Buyer will use its reasonable best efforts to arrange (i) fully satisfy, on a timely basis, subject to the terms and close conditions of this Agreement and the financing Debt Commitment Letters, the terms, conditions, representations and warranties set forth in the Debt Commitment Letters, (ii) maintain in effect the Debt Commitment Letters and negotiate definitive agreements with respect to satisfy the Debt Commitment Letters on the terms and conditions set forth in the Debt Commitment Letters. The Letter or on other terms no less favorable, in the aggregate, to the Buyer shall keep than those in the Company informed with respect Debt Commitment Letters and that would not be reasonably expected to prevent the Closing from occurring on or before the End Date, (iii) satisfy on a timely basis all material developments concerning conditions applicable to Buyer set forth in such definitive agreements that are within their reasonable control and (iv) consummate the status of the financings Debt Financing contemplated by the Debt Commitment LettersLetters at or prior to the Closing. Without limiting In the foregoingevent that all conditions in the Debt Commitment Letters (other than the availability of funding any of the Equity Financing) have been satisfied or, upon funding, will be satisfied, the Buyer shall use its reasonable best efforts to cause such lender and the other Persons providing the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Company promptly, and in any event within two (2) Business Days, Seller promptly if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any financing source Financing Source that is a party to any Debt Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain the Required Cash Amount from cash on hand and the Commitment Letters. The Buyer shall not amend amend, alter or alterwaive, or agree to amend amend, alter or alterwaive, any Debt Commitment Letter in any manner that would reasonably be expected to materially impair, materially delay or prevent the occurrence of the transactions contemplated by this Agreement without the prior written consent of the CompanySeller. The Buyer will furnish correct and complete copies of definitive agreements with respect to the Debt Financing to the Seller promptly upon their execution. (b) If any Debt Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reason, the Buyer shall use its reasonable best efforts to obtain alternative financing as promptly as practical in an amount thatobtain, together with existing cash resourcesand, if obtained, will equal provide the Required Cash Amount. If obtained, the Buyer will provide Seller and the Company with a copy of the of, a new financing commitment lettersfrom alternative sources on terms no less favorable, in the aggregate, to the Buyer than those in the Debt Commitment Letters and that would not be reasonably expected to prevent the Closing from occurring on or before the End Date (a “Replacement Commitment”). (c) From In the date of this Agreement until event that the Effective TimeDebt Commitment Letters are amended, the Company agrees to providereplaced, and shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives to provide, such cooperation as may be reasonably requested by Buyer in connection with the arrangement of, and the negotiation of agreements with respect to, its financing (and any substitutions, replacements supplemented or refinancing thereof)otherwise modified, including using reasonable best efforts to as a result of obtaining any Replacement Commitment, (i) cause appropriate officers the Buyer shall keep the Seller and employees the Company informed on the terms thereof and shall deliver to be availablethe Company final drafts of any such amended, on a customary basis and upon reasonable noticereplaced, to meet with prospective lenders and due diligence sessions each conducted at the expense of Buyersupplemented or modified Debt Commitment Letter, and (ii) assist the Buyer shall comply with its covenants in Section 7.08 with respect to the preparation of disclosure documents in connection therewithDebt Commitment Letters, as so amended, replaced, supplemented or otherwise modified, or with respect to such Replacement Commitment, to the same extent that the Buyer would have been obligated to comply with respect to the original Debt Financing.

Financing Commitments. (a) The Buyer will use its reasonable best efforts to arrange and close take, or cause to be taken, all actions, necessary or advisable to obtain the financing on the terms and conditions set forth in the Commitment Letters and (provided that the Buyer may replace or amend the Debt Commitment Letter to satisfy add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the conditions set forth Debt Commitment Letter as of the date of this Agreement, or otherwise so long as the terms are not materially less beneficial to the Buyer, with respect to conditionality or, when taken together with all other sources of financing, loan amount, than those in the Debt Commitment LettersLetter as in effect on the date of this Agreement). As soon as practicable after the date hereof but in any event on or prior to the Closing, the Buyer will use its reasonable best efforts to negotiate and enter into definitive agreements with respect to the financings contemplated by the Commitment Letters on terms and conditions substantially in accordance with the Commitment Letters or on other terms no less favorable, in the aggregate, to the Buyer and not in violation of this Section 5.3. The Buyer will furnish correct and complete copies of such definitive agreements to the Company promptly upon their execution. (b) The Buyer shall keep the Company reasonably informed with respect to all material developments concerning the status of the financings contemplated by the Commitment LettersLetters and shall give the Company prompt notice of any material adverse change with respect to such financings. Without limiting the foregoing, the Buyer agrees to notify the Company promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to any Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Required Cash Amount from cash on hand and financing contemplated by the Commitment LettersLetters on substantially the terms described therein or on other terms no less favorable, in the aggregate, to the Buyer. The Buyer shall not knowingly, and shall not knowingly permit any of its Affiliates to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that would reasonably be expected to materially impair, materially delay or prevent the Buyer’s obtaining of the financing contemplated by any Commitment Letter. The Buyer shall not knowingly amend or alter, or knowingly agree to amend or alter, any Commitment Letter in any manner that would materially impair, materially delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. (bc) If any the Debt Commitment Letter shall be terminated or modified in a manner materially adverse unavailable to the Buyer for any reason, the Buyer shall use its reasonable best efforts to obtain alternative financing as promptly as practical in an amount thatobtain, together with existing cash resourcesand, will equal the Required Cash Amount. If if obtained, the Buyer will provide the Company with a copy of the of, a new financing commitment lettersthat provides for an amount of financing (when taken together with all other sources of financing) sufficient to consummate the transactions contemplated by this Agreement and terms and conditions not less favorable, in the aggregate, to the Buyer or Merger Sub than those included in such Debt Commitment Letter as originally issued. (cd) From the date of this Agreement until the Effective Time, the The Company agrees to provide, and shall to cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives to provide, the Buyer with such cooperation in connection with the arrangement of the financings contemplated by the Commitment Letters as may be reasonably requested by the Buyer (including during the 10 day period contemplated by clause (y) in Section 1.2 hereof), including (i) upon reasonable prior notice, participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) subject to the terms of the Confidentiality Agreement, assisting with the preparation of materials for rating agency presentations, offering documents, bank information memoranda, business projections and similar documents required in connection with financings contemplated by the Commitment Letters, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) as promptly as practical (it being agreed that the Company shall use reasonable efforts to act within the timeframes set forth in the Debt Commitment Letters), furnishing the Buyer and its debt financing sources with financial and other documents, materials and information regarding the Company and its Subsidiaries as may be reasonably requested by the Buyer, including all financial statements, pro forma financial information, financial data, audit reports, audit opinions and other documents, materials and information pertaining to the Company and the Company’s Subsidiaries of the types described in paragraphs (c) and (d) of Exhibit C of the Debt Commitment Letter and (iv) facilitating the guarantees, security and pledging of collateral contemplated by the Debt Financing, including the loan, guaranty, security and collateral documentation; provided that (A) any documents executed by the Company or any of its Subsidiaries in connection with the foregoing shall only become effective upon the occurrence of the Effective Time and shall be executed pursuant to authority granted by the Board of Directors of the Buyer or the Surviving Corporation (and, for the avoidance of doubt, not by the Company Board), (B) such requested cooperation shall occur during normal business hours and in a manner that does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (C) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the financings contemplated by the Commitment Letters prior to the Effective Time, except to the extent conditioned on the occurrence of the Effective Time. The Buyer shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with such cooperation; provided that the Company shall not incur any material expenses (including printer, dealer manager and agency fees) without prior consultation with the Buyer. The Buyer and the Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of, and of the negotiation of agreements with respect to, its financing (financings contemplated by the Commitment Letters and any substitutionsinformation utilized in connection therewith (other than historical information relating to the Company approved by the Company for use therein). The Company will periodically update any such Required Information if to the Company’s Knowledge such Required Information contains an untrue statement of material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the financings contemplated by the Debt Commitment Letter. (e) Nothing contained in this Agreement shall prohibit the Buyer or Merger Sub from entering into agreements that shall not delay or otherwise impede the transactions contemplated by this Agreement relating to the financing or the operation of the Buyer, replacements Merger Sub or refinancing thereof)the Surviving Corporation, including using adding other equity providers or operating partners. (f) The Company shall cooperate with and provide reasonable best efforts assistance to (i) cause appropriate officers and employees the Buyer prior to be available, on the Closing to replace any outstanding letter of credit maintained or provided by the Company or its Subsidiaries effective as of the Effective Time; provided that the actual replacement of such letters of credit shall not itself constitute a customary basis and upon reasonable notice, to meet with prospective lenders and due diligence sessions each conducted at the expense condition of Buyer, and (ii) assist with the preparation of disclosure documents in connection therewithClosing.

Financing Commitments. (a) The Buyer will Parent and Merger Subsidiary shall use its their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and close obtain the financing set forth in the Commitment Letters and to satisfy the conditions set forth in the Commitment Letters. The Buyer shall keep the Company informed with respect to all material developments concerning the status of the financings contemplated by the Commitment Letters. Without limiting the foregoing, the Buyer agrees to notify the Company promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to any Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer Financing on the terms set forth therein, or (iii) for any reason and conditions described in the Buyer no longer believes in good faith that it will be able to obtain the Required Cash Amount from cash on hand and the Commitment Letters. The Buyer shall not amend or alter, or agree to amend or alter, any Commitment Letter in any manner that would impair, delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. (b) If any Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reason, the Buyer shall use its reasonable best efforts to obtain alternative financing as promptly as practical in an amount that, together with existing cash resources, will equal the Required Cash Amount. If obtained, the Buyer will provide the Company with a copy of the new financing commitment letters. (c) From the date of this Agreement until the Effective Time, the Company agrees to provide, and shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives to provide, such cooperation as may be reasonably requested by Buyer in connection with the arrangement of, and the negotiation of agreements with respect to, its financing (and any substitutions, replacements or refinancing thereof)Financing Commitments, including by using commercially reasonable best efforts to (i) cause appropriate officers maintain in effect the Financing Commitments, (ii) negotiate and employees enter into definitive agreements with respect to be availablethe Financing Commitments on the terms and conditions reflected in the Financing Commitments, (iii) satisfy on a customary timely basis all conditions applicable to Parent and upon reasonable notice, to meet with prospective lenders and due diligence sessions each conducted at the expense of BuyerSub Merger Subsidiary in such definitive agreements that are within their control, and (iiiv) assist with consummate the preparation Financing at or prior to Closing; provided that notwithstanding, and as an alternative to, the foregoing, Parent and Merger Subsidiary may in any case obtain alternative financing from alternative sources on terms that are not less favorable, in the aggregate, to Parent and Subsidiary then the Financing contemplated by the Financing Commitments ("NEW FINANCING COMMITMENTS"); provided further that any such New Financing Commitments shall not (A) expand or adversely change in any material respect the conditions to the Financing set forth in the Financing Commitments or (B) reasonably be expected to adversely impact the ability of disclosure Parent and Merger Subsidiary to perform their respective obligations under this Agreement. In any event, Parent shall disclose to the Company its intention to obtain such New Financing Commitments, shall keep the Company reasonably informed of the material terms thereof and shall deliver to the Company final drafts of all documents relating to such New Financing Commitments. Upon and from and after such event, the term "Financing" as used herein shall be deemed to mean the Financing contemplated by the Financing Commitments to the extent in connection therewitheffect at the time in question and the New Financing Commitments to the extent then in effect. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments for any reason, Parent shall give the Company prompt notice and keep the Company reasonably informed on a reasonable basis and in reasonable detail as set forth herein of the status of its commercially reasonable efforts to arrange, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources on terms that are not less favorable, in the aggregate, to Parent and Merger Subsidiary then the Financing contemplated by the Financing Commitments.