Common use of Financing Commitments Clause in Contracts

Financing Commitments. The Company, Purchaser and Merger Sub shall use their respective reasonable best efforts to cause the Financing Commitments to be fulfilled in accordance with their terms (to the extent such fulfillment is within the control of the Company and Purchaser). Without limiting the generality of the foregoing, each of the Company and Purchaser shall use its reasonable best efforts to cause their respective employees, accountants, counsel and other representatives to reasonably 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, 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 necessary in connection with the Financing, including the issuance of the New Notes in the Notes Offering, and the Refinancing. The Company, Purchaser and Merger Sub shall cooperate in connection with the preparation of all documents and the making of all filings required in connection with the Financing, including the Notes Offering and the Refinancing (including the Note Tender Offer), and shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to 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 written notice of any written amendments to the terms and conditions of the Financing Commitments and the Company shall promptly notify the Stockholders' Representative in writing of any fact or occurrence that could reasonably be expected to cause any conditions to the financing provided for by the Financing Commitments not to be satisfied.

Financing Commitments. The Company, Purchaser and Merger Sub Buyer covenants as follows: --------------------- (a) The Buyer shall use their respective its reasonable best efforts to cause obtain the financing provided for by the Financing Commitments to be fulfilled in accordance with their terms (to the extent such fulfillment is within the control of the Company and Purchaser)Commitments. Without limiting the generality of the foregoing, each the Buyer shall not take or fail to take, 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 of the Company and Purchaser 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, or that would otherwise materially impair or delay the consummation of the transactions contemplated hereby. In the event that such financing or any portion thereof becomes unavailable, the Buyer shall use its reasonable best efforts promptly to cause their respective employeesobtain commitment letters for alternative financing from other sources sufficient to enable the Buyer to pay the 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 portion of, accountantsas the case may be) "Financing Commitments" for purposes of this Agreement. The Buyer shall furnish to the Sellers promptly true and complete copies of any alternative commitment letters from commercial banks or other financing sources, counsel and other representatives all definitive loan agreements entered into pursuant to reasonably cooperate with each other in carrying out the transactions contemplated by the Financing Commitments and all other correspondence or notices from any party providing the Financing Commitments relating to the financing. (b) The Buyer shall give prompt notice to the 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 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 any of the conditions to the Financing Commitments and assisting with not being satisfied or the syndication or marketing of the Financing funds contemplated thereby including, 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 necessary in connection with the Financing, including the issuance of the New Notes in the Notes Offering, and the Refinancing. The Company, Purchaser and Merger Sub shall cooperate in connection with the preparation of all documents and the making of all filings required in connection with the Financing, including the Notes Offering and the Refinancing (including the Note Tender Offer), and shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to 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 written notice of any written amendments to the terms and conditions of the Financing Commitments and the Company shall promptly notify the Stockholders' Representative in writing of any fact or occurrence that could reasonably be expected to cause any conditions to the financing provided for by the Financing Commitments not to be satisfiedbeing available for the transactions contemplated by this Agreement.

Financing Commitments. (a) The CompanyBuyer will, Purchaser and Merger Sub shall at the Buyer's expense, use their respective reasonable best efforts to cause (i) fully satisfy, on a timely basis, all terms, conditions, representations and warranties set forth in the Financing Commitments Commitment Letters and (ii) enforce its rights under the Commitment Letters; provided that if any litigation is commenced at the Company's written request in order to enforce such rights, promptly upon request by the Buyer, the Company shall reimburse the Buyer for all reasonable out-of-pocket costs incurred by the Buyer or any of its Affiliates in connection with such litigation; provided further that if the Company does not request in writing that such litigation be fulfilled in accordance commenced, then the Buyer shall not have any obligation under this Agreement to commence or pursue any such litigation. The Buyer will use reasonable best efforts to enter into definitive agreements with their terms (respect to the extent financings contemplated by the Commitment Letters on terms and conditions no less favorable to the Buyer in the aggregate than the Commitment Letters and on such fulfillment is within other terms and conditions as shall be satisfactory to the control Buyer as soon as reasonably practicable but in any event at or prior to the Closing. The Buyer will furnish correct and complete copies of such definitive agreements to the Company promptly upon their execution. (b) At the Company's request, the Buyer shall keep the Company reasonably informed with respect to all material activity concerning the status of the financings contemplated by the Commitment Letters and shall give the Company and Purchaser)prompt notice of any material adverse change with respect to such financings. Without limiting the generality 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 or (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 material terms set forth therein. Other than in connection with this Agreement, the Buyer shall not, and shall not permit any of its Affiliates to, without the prior written consent of the foregoingCompany, each 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 impair, delay or prevent the Buyer's obtaining of the financing contemplated by any Commitment Letter. The Buyer shall not amend or alter, or agree to amend or alter, (i) the Equity Commitment Letter in any manner adverse to the Company without the prior written consent of the Company and Purchaser or (ii) any Debt Commitment Letter in any manner that would materially impair or delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. (c) 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 cause their respective employeesobtain, accountantsand, counsel if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of financing as such Commitment Letter as originally issued; provided that the Buyer shall be under no obligation to obtain or seek to obtain any financing commitment containing terms or funding conditions less favorable to the Buyer or the Transitory Subsidiary than those included in such Commitment Letter (in the Buyer's good faith and other representatives reasonable discretion). (d) The Company agrees to reasonably cooperate provide the Buyer with each other such cooperation in carrying out connection with the transactions arrangement of the financings contemplated by the Financing Commitments and in delivering all documents and instruments deemed Debt Commitment Letter as may be reasonably necessary requested by the Company or Purchaser Buyer, including (i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, "road shows" and sessions with rating agencies, (ii) using commercially reasonable efforts to prepare business projections and financial statements (including pro forma financial statements), (iii) assisting the Buyer in preparing offering memoranda, private placement memoranda and similar documents, (iv) providing standard accountants' "comfort" letters and executing documents as may reasonably be requested by the Buyer, including a certificate or certificates of the chief financial officer of the Company with respect to solvency and financial matters, (v) using commercially reasonable efforts to obtain surveys and title insurance as may be reasonably requested by the Buyer, and (vi) reasonably facilitating the pledge of collateral. The Company shall also use commercially reasonable efforts to cause legal counsel to provide customary legal opinions and otherwise cooperating an independent auditor of the Company to provide any unqualified opinions, consents or customary comfort letters with respect to its financial statements. The Company shall allow the Buyer's representatives the opportunity to review and assisting comment upon any such financial statements (including pro forma financial statements) in satisfying the conditions draft form and to allow such representatives access to the Financing Commitments Company and assisting supporting documentation with respect to the syndication or marketing preparation of such financial statements and the Financing contemplated thereby includingindependent auditors' work papers relating to such financial statements. Notwithstanding the foregoing, by (i) providing direct contact between prospective lenders and such requested cooperation shall not unreasonably interfere with the officers and directors ongoing operations of the Company and its Subsidiaries and (ii) providing assistance in preparation neither the Company nor any of confidential information memoranda and its Subsidiaries shall be required to pay any commitment or other materials to be used in connection with consummating the Financing and Refinancing) and taking all similar fee or incur any other actions reasonably necessary liability in connection with the Financing, including financings contemplated by the issuance Commitment Letters prior to the Effective Time (unless such fee or liability is subject to the immediately succeeding sentence or such commitment fee or liability is conditional on the occurrence of the New Notes Effective Time). The Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any of its Subsidiaries in the Notes Offering, connection with such cooperation. The Buyer and the Refinancing. The CompanyTransitory Subsidiary shall, Purchaser on a joint and Merger Sub shall cooperate 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 preparation arrangement of all documents the financings contemplated by the Commitment Letters and the making of all filings required any information utilized in connection with the Financing, including the Notes Offering and the Refinancing therewith (including the Note Tender Offer), and shall use their respective reasonable best efforts to take, other than historical or cause to be taken, all actions and to do, or cause to 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 written notice of any written amendments pro forma information relating to the terms and conditions of the Financing Commitments and Company approved by the Company shall promptly notify the Stockholders' Representative in writing of any fact or occurrence that could reasonably be expected to cause any conditions to the financing provided for by the Financing Commitments not to be satisfieduse therein).

Financing Commitments. The CompanyOn or before the fifth (5th) day after the execution and delivery of this Agreement by all parties hereto, Purchaser and Merger Sub Buyer shall use their respective reasonable best efforts to cause the Financing Commitments to be fulfilled in accordance with their terms (deliver to the extent ▇▇▇▇▇▇▇ Entities a true, correct and complete copy of its fully executed loan application (which shall contain, among other things, all conditions precedent to the funding of such fulfillment is within loans) for senior and junior debt to finance the control Purchase Price, subject to the last sentence of this paragraph. On or before the Company thirtieth (30th) day after the execution and Purchaser). Without limiting delivery of this Agreement by all parties hereto, Buyer shall deliver to the generality of ▇▇▇▇▇▇▇ Entities a written, signed acknowledgement, in form and substance reasonably acceptable to the foregoing▇▇▇▇▇▇▇ Entities, by each of the Company its senior and Purchaser shall use its reasonable best efforts to cause their respective employees, accountants, counsel and other representatives to reasonably 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 junior lenders (including providing standard accountants' "comfort" letters and legal opinions and otherwise cooperating and assisting in satisfying the conditions subject to the Financing Commitments last sentence of this paragraph) financing the Purchase Price, describing the status of such lender's diligence process and assisting with stating that based on the syndication or marketing diligence it has performed to such date, such lender knows of the Financing contemplated thereby including, by (i) providing direct contact between prospective lenders and the officers and directors no state 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 necessary in connection with the Financing, including the issuance of the New Notes in the Notes Offering, and the Refinancing. The Company, Purchaser and Merger Sub shall cooperate in connection with the preparation of all documents and the making of all filings required in connection with the Financing, including the Notes Offering and the Refinancing (including the Note Tender Offer), and shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to 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 written notice of any written amendments to the terms and conditions of the Financing Commitments and the Company shall promptly notify the Stockholders' Representative in writing of any fact or occurrence facts that could reasonably be expected to cause any conditions prevent it from funding the senior and junior loans, as applicable (each, a "Comfort Letter"). In the event the Comfort Letters are not delivered on or before such thirtieth (30th) day, or if the Comfort Letters are not reasonably acceptable to the ▇▇▇▇▇▇▇ Entities, then the ▇▇▇▇▇▇▇ Entities shall so notify Buyer. Buyer shall have five (5) business days after such notice to deliver a revised or replacement Comfort Letter from a lending institution, reasonably acceptable to the ▇▇▇▇▇▇▇ Entities, if applicable, from which the senior and if applicable junior loans will be available. On or before the forty-fifth (45th) day after the execution and delivery of this Agreement by all parties hereto, Buyer shall deliver to the ▇▇▇▇▇▇▇ Entities a written, signed acknowledgement from each of its senior and junior lender(s) financing the Purchase Price that such lender(s) have completed all diligence and received all approvals required for the funding of such loans provided for by that failure to deliver the Financing Commitments required hereunder shall not be deemed a breach of this Agreement. Buyer's failure to timely comply with the provisions of this Section 8.2.12 shall permit the ▇▇▇▇▇▇▇ Entities, at their option, by written notice to Buyer delivered to Buyer not later than the fifth (5th) business day after the required date for such delivery, to terminate this Agreement, provided that the ▇▇▇▇▇▇▇ Entities are not then in material breach of this Agreement. If the ▇▇▇▇▇▇▇ Entities have not timely terminated this Agreement pursuant to the immediately preceding sentence, such termination right shall be waived. In the event of said termination, the Escrow Agent shall pay the Deposit to Buyer. Notwithstanding anything to the contrary contained herein, in the event that Buyer does not obtain or elects not to pursue junior or mezzanine financing, then on such thirtieth (30th) day and forty-fifth (45th) day, Buyer shall provide the ▇▇▇▇▇▇▇ Entities with evidence reasonably satisfactory to the ▇▇▇▇▇▇▇ Entities that equity contributions will be satisfiedavailable in an amount sufficient, when aggregated with senior financing, to pay the Purchase Price.

Financing Commitments. (a) The Company, Purchaser and Merger Sub shall use their respective reasonable best efforts to cause the Financing Commitments to be fulfilled in accordance with their terms (to the extent such fulfillment is within the control of the Company and Purchaser). Without limiting the generality of the foregoing, each of the Company and Purchaser shall Buyer will use its reasonable best efforts to cause their respective employees, accountants, counsel and other representatives to reasonably 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, 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 necessary in connection with the Financing, including the issuance of the New Notes in the Notes Offering, and the Refinancing. The Company, Purchaser and Merger Sub shall cooperate in connection with the preparation of all documents and the making of all filings required in connection with the Financing, including the Notes Offering and the Refinancing (including the Note Tender Offer), and shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to doactions, or cause to be done, all other things necessary, proper necessary or advisable to consummate obtain the Financing and the Refinancing and the other transactions contemplated hereby. The Company and Purchaser shall immediately provide the Stockholders' Representative with written notice of any written amendments to financing on the terms and conditions set forth in the Commitment Letters (provided that the Buyer may replace or amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the Financing Commitments 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 Letter 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 promptly keep the Company reasonably informed with respect to the status of the financings contemplated by the Commitment Letters 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 Stockholders' Representative Company promptly, and in writing 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 financing contemplated by the Commitment Letters 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 fact of its Affiliates to, without the prior written consent of the Company, take any action or occurrence enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could 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. (c) If the Debt Commitment Letter shall be terminated or unavailable to the Buyer for any reason, the Buyer shall use its reasonable best efforts to obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that 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. (d) The Company agrees to provide, and to cause its Subsidiaries 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 conditions 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 the financings contemplated by the Commitment Letters and any information 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, Merger Sub or the Surviving Corporation, including adding other equity providers or operating partners. (f) The Company shall cooperate with and provide reasonable assistance to the Buyer prior to the Closing to replace any outstanding letter of credit maintained or provided for by the Financing Commitments Company or its Subsidiaries effective as of the Effective Time; provided that the actual replacement of such letters of credit shall not to be satisfieditself constitute a condition of Closing.

Financing Commitments. (a) The Company, Purchaser and Merger Sub shall Buyer acknowledges that it will use their respective its reasonable best efforts to cause fully satisfy, on a timely basis, all terms, conditions, representations and warranties set forth in the Financing Commitments to be fulfilled Commitment Letters. As soon as practicable after the date hereof but in accordance with their terms (any event prior to the extent Closing, the Buyer will enter into definitive agreements with respect to the financings contemplated by the Commitment Letters on terms and conditions no less favorable to the Buyer in the aggregate than the Commitment Letters. The Buyer will furnish correct and complete copies of such fulfillment is within definitive agreements to the control Company promptly upon their execution. (b) The Buyer shall keep the Company informed with respect to all material activity concerning the status of the financings contemplated by the Commitment Letters and shall give the Company and Purchaser)prompt notice of any material adverse change with respect to such financings. Without limiting the generality foregoing, the Buyer agrees to notify the Company promptly, and in any event within two 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 foregoingfinancing contemplated by the Commitment Letters on substantially the terms described therein. The Buyer shall not, each and shall not permit any of its Affiliates to, without the prior written consent of the Company and Purchaser 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 impair, delay or prevent the Buyer’s obtaining of the financing contemplated by any Commitment Letter. The Buyer shall not amend or alter, or agree to amend or alter, any Commitment Letter in any manner that would reasonably be expected to impair, delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. (c) 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, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of financing as such Commitment Letter as originally issued; provided that the Buyer shall be under no obligation to obtain or seek to obtain any financing on terms and conditions less favorable, in the aggregate, to the Buyer or the Transitory Subsidiary than those included in the Debt Commitment Letter (as determined in the good faith reasonable discretion of the Buyer). (d) The Company agrees to provide, and to cause its Subsidiaries and its and their respective employeesRepresentatives to provide, accountants, counsel the Buyer and other representatives the Transitory Subsidiary with such cooperation (including with respect to reasonably cooperate timeliness) in connection with each other in carrying out the transactions arrangement of the financings contemplated by the Financing Commitments and in delivering all documents and instruments deemed Debt Commitment Letter as may be reasonably necessary requested by the Buyer or the Transitory Subsidiary, including (i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and sessions with rating agencies, (ii) furnishing the Buyer, the Transitory Subsidiary and their financing sources with financial and other pertinent information regarding the Company or Purchaser as may be reasonably requested by the Buyer to consummate the financings contemplated by the Debt Commitment Letter, including all financial statements and financial data required to consummate the financing at the time during the Company’s fiscal year such offering will be made if such offering were registered under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act (the “Required Financial Information”) (and shall allow the Buyer’s Representative the opportunity to review and comment upon the financial statements (including pro forma financial statements) in draft form to the extent such financial statements were not prepared prior to the date hereof), (iii) assisting the Buyer in preparing materials for rating agency presentations, bank information memoranda, offering memoranda, private placement memoranda and similar documents, (iv) providing standard accountants' "comfort" letters and executing documents as may reasonably be requested by the Buyer, (v) using commercially reasonable efforts to obtain surveys and title insurance as may be reasonably requested by the Buyer, and (vi) reasonably facilitating the pledge of collateral. The Company shall also use reasonable best efforts to cause legal counsel to provide customary legal opinions and otherwise cooperating an independent auditor of the Company to provide any unqualified opinions, consents or customary comfort letters with respect to its financial statements. The Company shall allow the Buyer’s Representatives the opportunity to review and assisting comment upon any such financial statements (including pro forma financial statements) in satisfying the conditions draft form and to allow such Representatives access to the Financing Commitments Company and assisting supporting documentation with respect to the syndication or marketing preparation of such financial statements and the Financing contemplated thereby includingindependent auditors’ work papers relating to such financial statements. Notwithstanding the foregoing, by (i) providing direct contact between prospective lenders and such requested cooperation shall not unreasonably interfere with the officers and directors ongoing operations of the Company and its Subsidiaries and (ii) providing assistance in preparation neither the Company nor any of confidential information memoranda and its Subsidiaries shall be required to pay any commitment or other materials to be used in connection with consummating the Financing and Refinancing) and taking all similar fee or incur any other actions reasonably necessary liability in connection with the Financingfinancings contemplated by the Commitment Letters prior to the Effective Time. If this Agreement is terminated prior to the Effective Time, including the issuance Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with such cooperation. If this Agreement is terminated prior to the New Notes in Effective Time, the Notes Offering, Buyer and the Refinancing. The CompanyTransitory Subsidiary shall, Purchaser on a joint and Merger Sub shall cooperate 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 preparation arrangement of all documents the financings contemplated by the Commitment Letters and the making of all filings required any information utilized in connection with the Financing, including the Notes Offering and the Refinancing therewith (including the Note Tender Offer), and shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to 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 written notice of any written amendments than information relating to the terms and conditions of Company provided by the Financing Commitments and Company for use therein). (e) Not less than three business days prior to the Closing Date, the Company shall promptly notify the Stockholders' Representative in writing of any fact or occurrence that could reasonably be expected to cause any conditions deliver to the financing provided for by Buyer payoff letters from third-party lenders or trustees, as applicable, in form and substance reasonably satisfactory to Buyer, with respect to all indebtedness of the Financing Commitments not to be satisfiedCompany and its subsidiaries identified on Section 5.3(d) of the Company Disclosure Letter or entered into after the date hereof.