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 Company, Purchaser and Merger Sub shall Buyer will use their respective its reasonable best efforts to cause arrange and close the Financing Commitments financing set forth in the Commitment Letters and to be fulfilled satisfy the conditions set forth in accordance the Commitment Letters. The Buyer shall keep the Company informed with their terms (respect to all material developments concerning the extent such fulfillment is within the control status of the Company and Purchaser)financings contemplated by the Commitment Letters. 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, (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 foregoingCompany. (b) If any Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reason, each 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 Purchaser shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective employeesRepresentatives to provide, accountants, counsel and other representatives to such cooperation as may be reasonably cooperate with each other requested by Buyer 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 connection with the syndication arrangement of, and the negotiation of agreements with respect to, its financing (and any substitutions, replacements or marketing of the Financing contemplated thereby includingrefinancing thereof), by including using reasonable best efforts to (i) providing direct contact between 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 officers and directors expense of the Company and its Subsidiaries Buyer, 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 assist with the preparation of all disclosure 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 satisfiedtherewith.

Financing Commitments. (a) The Company, Purchaser and Merger Sub shall Buyer will use their respective its reasonable best efforts to cause the Financing Commitments to be fulfilled in accordance with their terms (i) fully satisfy, on a timely basis, subject to the extent terms and conditions of this Agreement and the 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 the Debt Commitment Letters on the terms and conditions set forth in the Debt Commitment Letter or on other 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, (iii) satisfy on a timely basis all conditions applicable to Buyer set forth in such fulfillment is definitive agreements that are within their reasonable control and (iv) consummate the control Debt Financing contemplated by the Debt Commitment Letters at or prior to the Closing. In the event that all conditions in the Debt Commitment Letters (other than the availability of funding any of the Company and Purchaser). Without limiting Equity Financing) have been satisfied or, upon funding, will be satisfied, the generality of the foregoing, each of the Company and Purchaser Buyer shall use its reasonable best efforts to cause their respective employees, accountants, counsel such lender and the other representatives Persons providing the Debt Financing to reasonably cooperate with each other in carrying out fund on the Closing Date the Debt Financing required to consummate 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 this Agreement and otherwise cooperating and assisting in satisfying enforce its rights under the conditions Debt Commitment Letter. The Buyer agrees to notify the Seller promptly if at any time prior to the Financing Commitments and assisting with the syndication or marketing of the Financing contemplated thereby including, by Closing Date (i) providing direct contact between prospective lenders any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any 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. The Buyer shall not amend, alter or waive, or agree to amend, alter or waive, 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 Seller. 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, and, if obtained, will provide the Seller and the officers Company with a copy of, a new financing commitment from alternative sources on terms no less favorable, in the aggregate, to the Buyer than those in the Debt Commitment Letters and directors that would not be reasonably expected to prevent the Closing from occurring on or before the End Date (a “Replacement Commitment”). (c) In the event that the Debt Commitment Letters are amended, replaced, supplemented or otherwise modified, including as a result of obtaining any Replacement Commitment, (i) the Buyer shall keep the Seller and the Company informed on the terms thereof and its Subsidiaries shall deliver to the Company final drafts of any such amended, replaced, supplemented or modified Debt Commitment Letter, and (ii) providing assistance the Buyer shall comply with its covenants in preparation of confidential information memoranda and other materials Section 7.08 with respect to be used in connection with consummating the Financing and Refinancing) and taking all other actions reasonably necessary in connection with the FinancingDebt Commitment Letters, including the issuance of the New Notes in the Notes Offeringas so amended, and the Refinancing. The Companyreplaced, 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 takesupplemented or otherwise modified, or cause with respect to be takensuch Replacement Commitment, 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 same extent that the Financing Commitments and the Company shall promptly notify the Stockholders' Representative in writing of any fact or occurrence that could reasonably be expected Buyer would have been obligated to cause any conditions comply with respect to the financing provided for by the Financing Commitments not to be satisfiedoriginal Debt Financing.

Financing Commitments. The Company, Purchaser (a) Parent 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 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 on the terms and conditions described in the Financing Letter and (ii) not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Letter without the written consent of the Company. (b) Parent and Merger Sub shall (i) use reasonable best efforts to maintain in effect the Financing Letter in accordance with the terms and subject to the conditions thereof, (ii) satisfy all conditions to the Financing Letter that are applicable to Parent and Merger Sub that are within their control in order to consummate the Financing at or prior to the Closing Date required by Section 1.02, (iii) comply with their obligations under the Financing Letter and (iv) enforce their rights under the Financing Letter in the event of a breach by any other party thereto. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice (x) of any breach or default by any party to the Financing Letter of which Parent and Merger Sub become aware and (y) of the receipt by Parent or Merger Sub of any notice or other communication from any Financing source with respect to any (A) breach, default, termination or repudiation by any party to the Financing Letter of any provisions of the Financing Commitments and Letter or (B) dispute or disagreement between the parties to the Financing Letter that could cause the Financing to become unavailable. As soon as reasonably practicable, but in any event within two (2) Business Days of the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x) or (y) of the immediately preceding sentence; provided, however, that neither Parent nor Merger Sub shall be under any obligation to provide any information that, if provided, would, in accordance with advice provided to Parent and Merger Sub by their outside legal counsel, adversely affect the ability of Parent or Merger Sub to assert attorney-client or attorney work product privilege or a similar privilege. (c) In the event any portion of the Financing becomes unavailable on the terms and conditions described in or contemplated by the Financing Letter for any reason and such portion is reasonably required to fund the Required Amounts, each of Parent and Merger Sub shall use best efforts to arrange to obtain, as promptly notify as practicable following the Stockholders' Representative occurrence of such event, debt financing from debt financing sources (the “Alternative Financing”) in writing an amount sufficient to pay the Required Amounts. In the event that Alternative Financing shall be obtained pursuant to this Section 5.05(c), each of Parent and Merger Sub shall comply with its covenants in Section 5.05(a) and Section 5.05(b) with respect to such Alternative Financing. (d) Each of Parent and Merger Sub acknowledges and agrees that neither the availability nor the terms of the Financing or any fact or occurrence that could reasonably be expected to cause any Alternative Financing are conditions to the financing provided for by obligations of Parent and Merger Sub to consummate the Financing Commitments not to be satisfiedMerger.

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. The Company, Purchaser Parent and Merger Sub Subsidiary shall use their respective commercially 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 arrange and 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 on the terms and conditions of described in the Financing Commitments, including by using commercially reasonable efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate and enter into definitive agreements with respect to the Financing Commitments on the terms and conditions reflected in the Company Financing Commitments, (iii) satisfy on a timely basis all conditions applicable to Parent and Sub Merger Subsidiary in such definitive agreements that are within their control, and (iv) consummate the 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 promptly notify not (A) expand or adversely change in any material respect the Stockholders' Representative conditions to the Financing set forth in writing of any fact the Financing Commitments or occurrence that could (B) reasonably be expected to cause adversely impact the ability of Parent and Merger Subsidiary to perform their respective obligations under this Agreement. In any conditions event, Parent shall disclose to the financing provided for 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 effect 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 be satisfiedParent and Merger Subsidiary then the Financing contemplated by the Financing Commitments.

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).