Common use of Syndication Assistance Clause in Contracts

Syndication Assistance. (a) Promptly upon the occurrence of the Closing Date, upon the written request of the Arranger, the Borrower shall use commercially reasonable efforts to assist the Arranger in completing a syndication reasonably satisfactory to the Borrower and the Arranger until the earlier to occur of (i) the date that a Successful Syndication occurs and (ii) the date that is 60 days after the date of such written request (the period until such earlier date, the “Syndication Period”). Such assistance of the Borrower during the Syndication Period shall include (i) using commercially reasonable efforts to ensure that the syndication efforts benefit from the Borrower's existing material lending relationships, (ii) facilitating direct contact between appropriate members of senior management and certain appropriate legal and non-legal advisors and representatives of the Borrower, on the one hand, and the proposed Lenders, on the other hand, in each case upon reasonable advance written notice and at times during regular business hours and locations (which may, at the Borrower’s option, be by teleconference or videoconference) to be mutually agreed upon, (iii) the Borrower’s assistance in the Arranger’s preparation of customary confidential information memoranda (collectively, the “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the primary syndication of the Initial Term Facility, (iv) the hosting, with the Arranger, of up to one meeting (or, at the Borrower's option, a conference call or videoconference in lieu of such meeting) of prospective Lenders (as well as additional one-on-one conference calls with prospective Lenders as deemed reasonably necessary) in each case at such time during regular business hours and a location to be reasonably agreed upon, and (v) using commercially reasonable efforts to ensure that, until the expiration of the Syndication Period, without the prior written consent of the Arranger (such consent not to be unreasonably withheld, delayed or conditioned), there is no competing offering, placement or arrangement of any syndicated term loan or revolving credit facility or debt securities (other than the Initial Term Facility or any Take-Out Financing), by or on behalf of Parent or its Subsidiaries that would materially and adversely impair the primary syndication of the Initial Term Facility (it being agreed that Excluded Debt is not restricted by the foregoing). In addition to the foregoing, the Borrower agrees that the Arranger may use any logos of Parent (or those of its subsidiaries) in connection with such syndication, such usage to be reasonable and customary and not undertaken in a manner that would cause reputational harm to the Borrower, and the Borrower shall have a reasonable period of time to review and approve of all materials on which such logos appear prior to the distribution thereof. (b) The Borrower hereby agrees that if at any time prior to the expiration of the Syndication Period, any of the representations set forth in Section 3.14 would be incorrect in any material respect if the Information or Projections were being furnished, and such representations were being made, at such time, then Borrower shall promptly supplement, or cause to be supplemented, the Information and the Projections so that such representations will be correct in all material respects at such time. (c) Notwithstanding anything to the contrary contained herein, in connection with the foregoing syndication cooperation, the only Projections, financial statements and other financial information that shall be required to be provided by the Borrower and its Affiliates to the Arranger shall be the Projections, financial statements and other financial information already provided as of the date hereof, or required to be delivered pursuant to Section 3.05 or 5.04, and an updated Budget.

Syndication Assistance. (a) Promptly upon the occurrence of the Closing Date, upon the written request of the Arranger, the Borrower shall use its commercially reasonable efforts to assist the Lead Arranger in completing a syndication that is reasonably satisfactory to the Lead Arranger and Borrower and the Arranger until the earlier to occur of (ix) 30 days after the Closing Date and (y) the date that on which a Successful Syndication occurs and is achieved (ii) the date that is 60 days after the date of such written request (the period until such earlier date, the “Syndication PeriodDate”). Such assistance shall include Borrower using commercially reasonable efforts in (i) providing and causing Borrower’s advisors to provide the Lead Arranger and the Lenders upon request with all information reasonably deemed necessary by the Lead Arranger to complete syndication (which, for the avoidance of doubt, shall not include any projections or forward-looking information other than such as been provided prior to March 9, 2018); (ii) assisting in the preparation of a customary information memorandum that is reasonably satisfactory to the Lead Arranger and Borrower and other customary materials to be used in connection with the syndication of the Borrower during the Syndication Period shall include Loans; (iiii) using commercially reasonable efforts to ensure that the syndication efforts of the Lead Arranger benefit from Borrower’s existing lending and banking relationships and (iv) otherwise assisting the Lead Arranger in its syndication efforts, including by making Borrower's existing material lending relationships, (ii) facilitating direct contact between appropriate members of ’s senior management and certain appropriate legal advisors available from time to time to attend and non-legal advisors make presentations regarding the business and representatives prospects of the BorrowerBorrower and its subsidiaries, on the as appropriate, at one hand, and the proposed Lenders, on the other hand, in each case upon reasonable advance written notice and or more meetings of prospective Lenders at times during regular business hours and locations (which may, at the Borrower’s option, be by teleconference or videoconference) to be mutually agreed upon, (iii) the Borrower’s assistance in the Arranger’s preparation of customary confidential information memoranda (collectively, the “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the primary syndication of the Initial Term Facility, (iv) the hosting, with the Arranger, of up to one meeting (or, at the Borrower's option, a conference call or videoconference in lieu of such meeting) of prospective Lenders (as well as additional one-on-one conference calls with prospective Lenders as deemed reasonably necessary) in each case at such time during regular business hours and a location to be reasonably agreed upon, and (v) using commercially reasonable efforts to ensure that, until the expiration of the Syndication Period, without the prior written consent of the Arranger (such consent not to be unreasonably withheld, delayed or conditioned), there is no competing offering, placement or arrangement of any syndicated term loan or revolving credit facility or debt securities (other than the Initial Term Facility or any Take-Out Financing), by or on behalf of Parent or its Subsidiaries that would materially and adversely impair the primary syndication of the Initial Term Facility (it being agreed that Excluded Debt is not restricted by the foregoing). In addition to the foregoing, the Borrower agrees that the Arranger may use any logos of Parent (or those of its subsidiaries) in connection with such syndication, such usage to be reasonable and customary and not undertaken in a manner that would cause reputational harm to the Borrower, and the Borrower shall have a reasonable period of time to review and approve of all materials on which such logos appear prior to the distribution thereof. (b) The Borrower hereby agrees that if at any time prior to the expiration of the Syndication PeriodDate, any of the representations set forth in Section 3.14 8.16 would be incorrect in any material respect if the Information or Projections were being furnished, and such representations were being made, at such time, then Borrower shall promptly supplement, or cause to be supplemented, the Information and the Projections so that such representations will be correct in all material respects at such time. (c) Notwithstanding anything to the contrary contained herein, in connection with the foregoing syndication cooperation, the only Projections, financial statements and other financial information that shall be required to be provided by the Borrower and its Affiliates to the Arranger shall be the Projections, financial statements and other financial information already provided as of the date hereof, or required to be delivered pursuant to Section 3.05 or 5.04, and an updated Budget.

Syndication Assistance. (a) Promptly upon the occurrence of the Closing Date, upon the written request of the Arranger, the Borrower shall use commercially reasonable efforts In order to assist the Arranger Mandated Lead Arrangers in completing achieving a syndication reasonably satisfactory timely, orderly and successful syndication, you agree to take such commercially reasonable actions and provide such commercially reasonable assistance requested by the Borrower and the Arranger until the earlier to occur of (i) the date that a Successful Syndication occurs and (ii) the date that is 60 days after the date of such written request (the period until such earlier date, the “Syndication Period”)Mandated Lead Arrangers. Such assistance of the Borrower during the Syndication Period shall include you or the Borrower: (ia) using commercially reasonable efforts to ensure that the syndication efforts benefit from the Borrower's existing material lending relationshipsand investment banking relationships of the Sponsors and the Group (including, after the Acquisition, the Target Group); (iib) facilitating providing direct contact between appropriate members of senior management management, representatives and certain appropriate legal and non-legal advisors and representatives of the BorrowerSponsors (and your arranging (and prior to the consummation of the Acquisition, using commercially reasonable efforts to arrange), to the extent practical, appropriate and reasonable and in all instances subject to, and not in contravention of Merger Agreement, for direct contact between senior management, representatives and advisors of the Target Group), on the one hand, and the proposed prospective Lenders, on the other hand, in each case upon reasonable advance written notice and at times during regular business hours and locations (which may, at the Borrower’s option, be by teleconference or videoconference) to be mutually agreed upon, ; (iiic) the Borrower’s providing reasonable assistance in the Arranger’s preparation of a customary confidential information memoranda memorandum (collectively, the “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the syndication, which will include information about the Acquisition, the Facility, the Target Group and the Sponsors, and how the proceeds of the financing will be used by the Borrower and the Target Group, and the review and approval of the Information Memorandum by the Borrower and the Sponsors prior to its distribution by the Mandated Lead Arrangers to prospective Lenders on the Borrower’s behalf; (d) preparing and providing all available information with respect to the Acquisition, the Borrower, the Target Group and the Sponsors that the Mandated Lead Arrangers may reasonably request or deem necessary to complete the primary syndication successfully, including (i) due diligence reports commissioned by you or your affiliates in connection with the Acquisition, and access to the preparers thereof (on such access terms mutually agreed between the Mandated Lead Arrangers and such preparers); and (ii) financial information and financial projections prepared by, or on behalf of, you in respect of the Initial Term FacilityTarget Group (such financial projections, including a business plan, the “Projections”); and (ive) making available the hostingsenior management and representatives of the Sponsors (and your arranging (and prior to the consummation of the Acquisition, with the Arranger, of up to one meeting (or, at the Borrower's option, a conference call or videoconference in lieu of such meeting) of prospective Lenders (as well as additional one-on-one conference calls with prospective Lenders as deemed reasonably necessary) in each case at such time during regular business hours and a location to be reasonably agreed upon, and (v) using commercially reasonable efforts to ensure thatarrange), until to the expiration extent practical, appropriate and reasonable and in all instances subject to, and not in contravention of Merger Agreement, for senior management and representatives of the Syndication Period, without the prior written consent of the Arranger (such consent not Target Group to be unreasonably withheldavailable) for the purposes of giving presentations to, delayed or conditioned)and participating in a maximum of two (2) information meetings with, there is no competing offering, placement or arrangement of any syndicated term loan or revolving credit facility or debt securities (other than the Initial Term Facility or any Take-Out Financing), by or on behalf of Parent or its Subsidiaries that would materially prospective Lenders at times and adversely impair the primary syndication of the Initial Term Facility (it being agreed that Excluded Debt is not restricted by the foregoing). In addition to the foregoing, the Borrower agrees that the Arranger may use any logos of Parent (or those of its subsidiaries) in connection with such syndication, such usage locations to be reasonable and customary and not undertaken in a manner that would cause reputational harm to the Borrower, and the Borrower shall have a reasonable period of time to review and approve of all materials on which such logos appear prior to the distribution thereofmutually agreed upon. (b) The Borrower hereby agrees that if at any time prior to the expiration of the Syndication Period, any of the representations set forth in Section 3.14 would be incorrect in any material respect if the Information or Projections were being furnished, and such representations were being made, at such time, then Borrower shall promptly supplement, or cause to be supplemented, the Information and the Projections so that such representations will be correct in all material respects at such time. (c) Notwithstanding anything to the contrary contained herein, in connection with the foregoing syndication cooperation, the only Projections, financial statements and other financial information that shall be required to be provided by the Borrower and its Affiliates to the Arranger shall be the Projections, financial statements and other financial information already provided as of the date hereof, or required to be delivered pursuant to Section 3.05 or 5.04, and an updated Budget.