Common use of Financing Commitments Clause in Contracts

Financing Commitments. (a) The Buyer will use its reasonable best efforts to (i) fully satisfy, on a timely basis, subject to the 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 definitive agreements that are within their reasonable control and (iv) consummate the 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 Equity Financing) have been satisfied or, upon funding, will be satisfied, the Buyer shall use its reasonable best efforts to cause such lender and the other Persons providing the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any Financing Source 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 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 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 shall deliver to the Company final drafts of any such amended, replaced, supplemented or modified Debt Commitment Letter, and (ii) the Buyer shall comply with its covenants in Section 7.08 with respect to the Debt Commitment Letters, as so amended, replaced, supplemented or otherwise modified, or with respect to such Replacement Commitment, to the same extent that the Buyer would have been obligated to comply with respect to the original Debt Financing.

Financing Commitments. The Buyer covenants as follows: --------------------- (a) The Buyer will shall use its reasonable best efforts to (i) fully satisfyobtain the financing provided for by the Financing Commitments. Without limiting the generality of the foregoing, on a timely basisthe Buyer shall not take or fail to take, subject 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 conditions to the terms and conditions of this Agreement and Financing Commitments not being satisfied or 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 definitive agreements that are within their reasonable control and (iv) consummate the Debt Financing funds contemplated by the Debt Commitment Letters at Financing Commitments not being available for the transactions contemplated by this Agreement, or prior to that would otherwise materially impair or delay the Closingconsummation of the transactions contemplated hereby. In the event that all conditions in the Debt Commitment Letters (other than the availability of funding such financing or any of the Equity Financing) have been satisfied or, upon funding, will be satisfiedportion thereof becomes unavailable, the Buyer shall use its reasonable best efforts promptly to cause obtain 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 lender alternative financing shall be deemed to constitute (or to constitute a portion of, as 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, all definitive loan agreements entered into pursuant to the Financing Commitments and all other Persons correspondence or notices from any party providing the Debt Financing Commitments relating to fund on the Closing Date financing. (b) The Buyer shall give prompt notice to the Debt Sellers of the occurrence, or non-occurrence, of any fact or circumstance, or of any notice from any party providing the Financing required Commitments, that is reasonably likely to consummate result in any of the conditions to the Financing Commitments not being satisfied or the funds contemplated by the Financing Commitments not being available for the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any Financing Source 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 executionAgreement. (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 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 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 shall deliver to the Company final drafts of any such amended, replaced, supplemented or modified Debt Commitment Letter, and (ii) the Buyer shall comply with its covenants in Section 7.08 with respect to the Debt Commitment Letters, as so amended, replaced, supplemented or otherwise modified, or with respect to such Replacement Commitment, to the same extent that the Buyer would have been obligated to comply with respect to the original Debt Financing.

Financing Commitments. (a) The Buyer will Company, Purchaser and Merger Sub shall use its their respective 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 terms and conditions of this Agreement and extent such fulfillment is within 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 definitive agreements that are within their reasonable control and (iv) consummate the 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 Equity Financing) have been satisfied orCompany and Purchaser). Without limiting the generality of the foregoing, upon funding, will be satisfied, each of the Buyer Company and Purchaser shall use its reasonable best efforts to cause such lender their respective employees, accountants, counsel and the other Persons providing the Debt Financing representatives to fund on the Closing Date the Debt Financing required to consummate reasonably cooperate with each other in carrying out the transactions contemplated by this Agreement 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 enforce its rights under cooperating and assisting in satisfying the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly if at any time prior conditions to the Closing Date Financing Commitments and assisting with the syndication or marketing of the Financing contemplated thereby including, by (i) any Debt Commitment Letter shall expire or be terminated for any reason, or 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 Financing Source that is a party to any Debt Commitment Letter notifies the Buyer that such source no longer intends to provide financing written amendments to the Buyer on terms and conditions of the terms set forth therein. The Buyer Financing Commitments and the Company shall not amend, alter promptly notify the Stockholders' Representative in writing of any fact or waive, or agree to amend, alter or waive, any Debt Commitment Letter in any manner occurrence that would could 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 cause any conditions to the Debt financing provided for by the Financing Commitments not to the Seller promptly upon their executionbe satisfied. (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 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 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 shall deliver to the Company final drafts of any such amended, replaced, supplemented or modified Debt Commitment Letter, and (ii) the Buyer shall comply with its covenants in Section 7.08 with respect to the Debt Commitment Letters, as so amended, replaced, supplemented or otherwise modified, or with respect to such Replacement Commitment, to the same extent that the Buyer would have been obligated to comply with respect to the original Debt Financing.

Financing Commitments. (a) The Buyer will will, at the Buyer's expense, use its reasonable best efforts to (i) fully satisfy, on a timely basis, subject to the terms and conditions of this Agreement and the Debt Commitment Letters, the all terms, conditions, representations and warranties set forth in the Debt Commitment Letters, Letters and (ii) maintain enforce its rights under the Commitment Letters; provided that if any litigation is commenced at the Company's written request in effect order to enforce such rights, promptly upon request by the Debt Commitment Letters and negotiate 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 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 respect to the Debt financings contemplated by the Commitment Letters on the terms and conditions set forth in the Debt Commitment Letter or on other terms no less favorable, in the aggregate, favorable to the Buyer than those in the Debt aggregate than the Commitment Letters and that would not on such other terms and conditions as shall be satisfactory to the Buyer as soon as 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 practicable but in such definitive agreements that are within their reasonable control and (iv) consummate the Debt Financing contemplated by the Debt Commitment Letters any event at or prior to the Closing. In The Buyer will furnish correct and complete copies of such definitive agreements to the event that all conditions in Company promptly upon their execution. (b) At the Debt Commitment Letters (other than the availability of funding any of the Equity Financing) have been satisfied or, upon funding, will be satisfiedCompany's request, the Buyer shall use its reasonable best efforts keep the Company reasonably informed with respect to cause such lender and all material activity concerning the other Persons providing status of the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions financings contemplated by this Agreement the Commitment Letters and otherwise enforce its rights under shall give the Debt Commitment LetterCompany prompt notice of any material adverse change with respect to such financings. The Without limiting the foregoing, the Buyer agrees to notify the Seller promptly Company promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, reason or (ii) any Financing Source financing source that is a party to any Debt Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the 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 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, alter amend or waivealter, or agree to amendamend or alter, alter (i) the Equity Commitment Letter in any manner adverse to the Company without the prior written consent of the Company or waive, (ii) any Debt Commitment Letter in any manner that would reasonably be expected to materially impair, materially impair or 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 executionCompany. (bc) 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 Company with a copy of, a new financing commitment from alternative sources on 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 no or funding conditions less favorable, in the aggregate, favorable to the Buyer or the Transitory Subsidiary than those included in such Commitment Letter (in the Debt Commitment Letters Buyer's good faith and that would not be reasonably expected to prevent the Closing from occurring on or before the End Date (a “Replacement Commitment”reasonable discretion). (cd) In The Company agrees to provide the event that Buyer with such cooperation in connection with the arrangement of the financings contemplated by the Debt Commitment Letters are amended, replaced, supplemented or otherwise modifiedLetter as may be reasonably requested by the 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 and executing documents as may reasonably be requested by the Buyer, including a result certificate or certificates of obtaining 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 an independent auditor of the Company to provide any Replacement Commitmentunqualified 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 comment upon any such financial statements (including pro forma financial statements) in draft form and to allow such representatives access to the Company and supporting documentation with respect to the preparation of such financial statements and the independent auditors' work papers relating to such financial statements. Notwithstanding the foregoing, (i) such requested cooperation shall not unreasonably interfere with the Buyer shall keep the Seller and ongoing operations of the Company informed on the terms thereof and shall deliver to the Company final drafts of any such amended, replaced, supplemented or modified Debt Commitment Letter, its Subsidiaries and (ii) neither the Buyer Company nor any of its Subsidiaries shall comply be required to pay any commitment or other similar fee or incur any other liability in connection with its covenants in Section 7.08 with respect the financings contemplated by the Commitment Letters prior to the Debt Commitment Letters, as so amended, replaced, supplemented Effective Time (unless such fee or otherwise modified, or with respect to such Replacement Commitment, liability is subject to the same extent that immediately succeeding sentence or such commitment fee or liability is conditional on the occurrence of the Effective Time). The Buyer would have been obligated to comply 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 respect such cooperation. The Buyer and the Transitory Subsidiary 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 or pro forma information relating to the original Debt FinancingCompany approved by the Company for use therein).

Financing Commitments. (a) The Buyer will use its reasonable best efforts to (i) fully satisfytake, on a timely basisor cause to be taken, subject all actions, necessary or advisable to obtain the 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 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 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 than those and not in violation of this Section 5.3. The Buyer will furnish correct and complete copies of such definitive agreements to the Debt Company promptly upon their execution. (b) The Buyer shall keep the Company reasonably informed with respect to the status of the financings contemplated by the Commitment Letters and that would not be reasonably expected shall give the Company prompt notice of any material adverse change with respect to prevent such financings. Without limiting 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 definitive agreements that are within their reasonable control and (iv) consummate the 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 Equity Financing) have been satisfied or, upon funding, will be satisfiedforegoing, the Buyer shall use its reasonable best efforts to cause such lender and the other Persons providing the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly Company promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any Financing Source financing source that is a party to any Debt Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain 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 amendknowingly, alter and shall not knowingly permit any of its Affiliates to, without the prior written consent of the Company, take any action or waiveenter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or agree to amenddebt or equity financing, alter or waive, any Debt Commitment Letter in any manner that would reasonably be expected to materially impair, materially delay or prevent the occurrence 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 Seller. The Buyer will furnish correct and complete copies of definitive agreements with respect to the Debt Financing to the Seller promptly upon their executionCompany. (bc) If any the Debt Commitment Letter shall be terminated or modified in a manner materially adverse unavailable to the Buyer for any reason, the Buyer shall use its reasonable best efforts to obtain, and, if obtained, will provide the Seller and the Company with a copy of, a new financing commitment from alternative that provides for an amount of financing (when taken together with all other sources on of financing) sufficient to consummate the transactions contemplated by this Agreement and terms no 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 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 that would 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 be reasonably expected misleading. The Company hereby consents to prevent the Closing from occurring on or before use of its and its Subsidiaries’ logos in connection with the End Date (a “Replacement Commitment”)financings contemplated by the Debt Commitment Letter. (ce) In Nothing contained in this Agreement shall prohibit the event 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 by the Company or its Subsidiaries effective as of the Effective Time; provided that the Debt Commitment Letters are amended, replaced, supplemented or otherwise modified, including as actual replacement of such letters of credit shall not itself constitute a result condition of obtaining any Replacement Commitment, (i) the Buyer shall keep the Seller and the Company informed on the terms thereof and shall deliver to the Company final drafts of any such amended, replaced, supplemented or modified Debt Commitment Letter, and (ii) the Buyer shall comply with its covenants in Section 7.08 with respect to the Debt Commitment Letters, as so amended, replaced, supplemented or otherwise modified, or with respect to such Replacement Commitment, to the same extent that the Buyer would have been obligated to comply with respect to the original Debt FinancingClosing.

Financing Commitments. (a) The Buyer will Parent and Merger Subsidiary shall use its their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, including by using commercially reasonable efforts to (i) fully satisfy, on a timely basis, subject to maintain in effect the terms and conditions of this Agreement and the Debt Commitment Letters, the terms, conditions, representations and warranties set forth in the Debt Commitment LettersFinancing Commitments, (ii) maintain in effect the Debt Commitment Letters negotiate and negotiate enter into definitive agreements with respect to the Debt Commitment Letters Financing Commitments on the terms and conditions set forth reflected 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 DateFinancing Commitments, (iii) satisfy on a timely basis all conditions applicable to Buyer set forth Parent and Sub Merger Subsidiary in such definitive agreements that are within their reasonable control control, and (iv) consummate the Debt Financing contemplated by the Debt Commitment Letters at or prior to the Closing. In the event ; provided that all conditions in the Debt Commitment Letters (other than the availability of funding any of the Equity Financing) have been satisfied ornotwithstanding, upon funding, will be satisfiedand as an alternative to, the Buyer shall use its reasonable best efforts to cause such lender foregoing, Parent and the other Persons providing the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any Financing Source 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 Merger Subsidiary may 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 Company with a copy of, a new case obtain alternative financing commitment from alternative sources on terms no that are not less favorable, in the aggregate, to Parent and Subsidiary then the Buyer than those Financing contemplated by the Financing Commitments ("NEW FINANCING COMMITMENTS"); provided further that any such New Financing Commitments shall not (A) expand or adversely change in any material respect the conditions to the Financing set forth in the Debt Commitment Letters and that would not Financing Commitments or (B) reasonably be reasonably expected to prevent adversely impact the Closing from occurring on or before ability of Parent and Merger Subsidiary to perform their respective obligations under this Agreement. In any event, Parent shall disclose to the End Date (a “Replacement Commitment”). (c) In the event that the Debt Commitment Letters are amendedCompany its intention to obtain such New Financing Commitments, replaced, supplemented or otherwise modified, including as a result of obtaining any Replacement Commitment, (i) the Buyer shall keep the Seller and Company reasonably informed of the Company informed on the material terms thereof and shall deliver to the Company final drafts of any all documents relating to such amendedNew Financing Commitments. Upon and from and after such event, replaced, supplemented or modified Debt Commitment Letter, and (ii) the Buyer term "Financing" as used herein shall comply with its covenants in Section 7.08 with respect be deemed to mean the Financing contemplated by the Financing Commitments to the Debt Commitment Lettersextent 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 so amendedpromptly as practicable following the occurrence of such event, replacedalternative financing from alternative sources on terms that are not less favorable, supplemented or otherwise modified, or with respect to such Replacement Commitmentin the aggregate, to Parent and Merger Subsidiary then the same extent that Financing contemplated by the Buyer would have been obligated to comply with respect to the original Debt FinancingFinancing Commitments.

Financing Commitments. (a) The Buyer acknowledges that it will use its reasonable best efforts to (i) fully satisfy, on a timely basis, subject to the terms and conditions of this Agreement and the Debt Commitment Letters, the all terms, conditions, representations and warranties set forth in the Debt Commitment Letters. As soon as practicable after the date hereof but in any event prior to the Closing, (ii) maintain in effect the Debt Commitment Letters and negotiate Buyer will enter into definitive agreements with respect to the Debt financings contemplated by the Commitment Letters on the terms and conditions set forth in the Debt Commitment Letter or on other terms no less favorable, in the aggregate, favorable to the Buyer than those in the Debt aggregate than the Commitment Letters. The Buyer will furnish correct and complete copies of such definitive agreements to the Company promptly upon their execution. (b) The Buyer shall keep the Company informed with respect to all material activity concerning the status of the financings contemplated by the Commitment Letters and that would not be reasonably expected shall give the Company prompt notice of any material adverse change with respect to prevent such financings. Without limiting 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 definitive agreements that are within their reasonable control and (iv) consummate the 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 Equity Financing) have been satisfied or, upon funding, will be satisfiedforegoing, the Buyer shall use its reasonable best efforts to cause such lender and the other Persons providing the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly Company promptly, and in any event within two Business Days, if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any Financing Source financing source that is a party to any Debt Commitment Letter notifies the Buyer that such source no longer intends to provide financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain all or any portion of the financing contemplated by the Commitment Letters on substantially the terms described therein. The Buyer shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that would reasonably be expected to impair, delay or prevent the Buyer’s obtaining of the financing contemplated by any Commitment Letter. The Buyer shall not amend, alter amend or waivealter, or agree to amend, alter amend or waivealter, 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 executionCompany. (bc) 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 Company with a copy of, a new financing commitment from alternative sources 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 no and conditions less favorable, in the aggregate, to the Buyer or the Transitory Subsidiary than those included in the Debt Commitment Letters and that would not be reasonably expected to prevent Letter (as determined in the Closing from occurring on or before good faith reasonable discretion of the End Date (a “Replacement Commitment”Buyer). (cd) In The Company agrees to provide, and to cause its Subsidiaries and its and their Representatives to provide, the event that Buyer and the Transitory Subsidiary with such cooperation (including with respect to timeliness) in connection with the arrangement of the financings contemplated by the Debt Commitment Letters are amended, replaced, supplemented Letter as may be reasonably requested by the Buyer or otherwise modifiedthe 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 as a result 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 obtaining 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 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 an independent auditor of the Company to provide any Replacement Commitmentunqualified 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 comment upon any such financial statements (including pro forma financial statements) in draft form and to allow such Representatives access to the Company and supporting documentation with respect to the preparation of such financial statements and the independent auditors’ work papers relating to such financial statements. Notwithstanding the foregoing, (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (ii) 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. If this Agreement is terminated prior to the Effective Time, the Buyer shall keep shall, promptly upon request by the Seller 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 Effective Time, the Buyer and the Transitory Subsidiary shall, on a joint and several basis, indemnify and hold harmless the Company informed on 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 terms thereof arrangement of the financings contemplated by the Commitment Letters and any information utilized in connection therewith (other than information relating to the Company provided by the Company for use therein). (e) Not less than three business days prior to the Closing Date, the Company shall deliver to the Company final drafts of any such amendedBuyer payoff letters from third-party lenders or trustees, replacedas applicable, supplemented or modified Debt Commitment Letterin form and substance reasonably satisfactory to Buyer, and (ii) the Buyer shall comply with its covenants in Section 7.08 with respect to all indebtedness of the Debt Commitment Letters, as so amended, replaced, supplemented Company and its subsidiaries identified on Section 5.3(d) of the Company Disclosure Letter or otherwise modified, or with respect to such Replacement Commitment, to entered into after the same extent that the Buyer would have been obligated to comply with respect to the original Debt Financingdate hereof.

Financing Commitments. On or before the fifth (a5th) The day after the execution and delivery of this Agreement by all parties hereto, Buyer will use shall deliver to the ▇▇▇▇▇▇▇ Entities a true, correct and complete copy of its reasonable best efforts fully executed loan application (which shall contain, among other things, all conditions precedent to (ithe funding of such loans) fully satisfy, on a timely basisfor senior and junior debt to finance the Purchase Price, subject to the terms last sentence of this paragraph. On or before the thirtieth (30th) day after the execution and conditions delivery of this Agreement and the Debt Commitment Lettersby all parties hereto, 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 Buyer shall deliver to the Debt Commitment Letters ▇▇▇▇▇▇▇ Entities a written, signed acknowledgement, in form and substance reasonably acceptable to the ▇▇▇▇▇▇▇ Entities, by each of its senior and junior lenders (subject to the last sentence of this paragraph) financing the Purchase Price, describing the status of such lender's diligence process and stating that based on the terms and conditions set forth in the Debt Commitment Letter or on other terms diligence it has performed to such date, such lender knows of no less favorable, in the aggregate, to the Buyer than those in the Debt Commitment Letters and state of facts that would not could reasonably be reasonably expected to prevent it from funding the Closing from occurring on or before the End Datesenior and junior loans, as applicable (iii) satisfy on each, a timely basis all conditions applicable to Buyer set forth in such definitive agreements that are within their reasonable control and (iv) consummate the Debt Financing contemplated by the Debt Commitment Letters at or prior to the Closing"Comfort Letter"). In the event that all conditions in the Debt Commitment Comfort Letters (other than the availability of funding any of the Equity Financing) have been satisfied or, upon funding, will be satisfied, the Buyer shall use its reasonable best efforts to cause such lender and the other Persons providing the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any Financing Source 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 are 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 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 that would not be reasonably expected to prevent the Closing from occurring delivered on or before such thirtieth (30th) day, or if the End Date (a “Replacement Commitment”). (c) In the event that the Debt Commitment Comfort Letters are amendednot reasonably acceptable to the ▇▇▇▇▇▇▇ Entities, replaced, supplemented or otherwise modified, including as a result of obtaining any Replacement Commitment, (i) then the ▇▇▇▇▇▇▇ Entities shall so notify Buyer. Buyer shall keep have five (5) business days after such notice to deliver a revised or replacement Comfort Letter from a lending institution, reasonably acceptable to the Seller ▇▇▇▇▇▇▇ Entities, if applicable, from which the senior and if applicable junior loans will be available. On or before the Company informed on forty-fifth (45th) day after the terms thereof execution and delivery of this Agreement by all parties hereto, Buyer shall deliver to the Company final drafts ▇▇▇▇▇▇▇ Entities a written, signed acknowledgement from each of any its senior and junior lender(s) financing the Purchase Price that such amendedlender(s) have completed all diligence and received all approvals required for the funding of such loans provided 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, replacedat their option, supplemented 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 modified Debt Commitment Letterelects not to pursue junior or mezzanine financing, then on such thirtieth (30th) day and forty-fifth (ii45th) the day, Buyer shall comply provide the ▇▇▇▇▇▇▇ Entities with its covenants in Section 7.08 with respect evidence reasonably satisfactory to the Debt Commitment Letters▇▇▇▇▇▇▇ Entities that equity contributions will be available in an amount sufficient, as so amended, replaced, supplemented or otherwise modified, or when aggregated with respect to such Replacement Commitmentsenior financing, to pay the same extent that the Buyer would have been obligated to comply with respect to the original Debt FinancingPurchase Price.

Financing Commitments. (a) The Buyer will Purchaser shall use its reasonable best efforts to (i) fully satisfy, on a timely basis, subject take all actions prior to the terms and conditions of this Agreement and Closing Date required under the Commitment Letter to obtain 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 Financing on the terms and conditions set forth in the Debt Commitment Letter or (including, as necessary, any “flex” provisions of the Fee Letter), including to (i) maintain in effect each Commitment Letter and negotiate a definitive agreement (collectively, the “Financing Agreements”) with respect to the Commitment Letter on other the terms no less favorable, and conditions set forth in the aggregateCommitment Letter, (ii) subject to compliance by the Buyer than those Sellers with their covenants and agreements hereunder, comply with all covenants and agreements of the Purchaser set forth in the Debt Commitment Letters Letter and that would not be reasonably expected to prevent the Closing from occurring on or before the End DateFinancing Agreements, (iii) satisfy on a timely basis all conditions applicable to Buyer the Purchaser set forth in such definitive agreements the Commitment Letter and the Financing Agreements that are within their reasonable its control and (iv) assuming the satisfaction of the conditions set forth in Article VII, consummate the Debt Financing contemplated by the Debt Commitment Letters at or prior to the Closing. In If any portion of the event that all Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters Letter (other than the availability of funding including any of the Equity Financingrelated flex terms) have been satisfied or(a “Financing Failure Event”), upon funding, will be satisfied, the Buyer Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange for and obtain as promptly as practicable following the occurrence of any such lender and Financing Failure Event alternative debt financing (the other Persons providing “Alternative Financing”), including from alternative sources on terms that are not materially less favorable in the aggregate to Purchaser than the terms of the Debt Commitment Letter (including any “flex” provisions applicable thereto), in an amount sufficient (when added to the portion of the Debt Financing to fund on the Closing Date the Debt Financing required that is available) to consummate the transactions contemplated by hereby and perform all of its obligations hereunder, it being understood and agreed that if Purchaser proceeds with any Alternative Financing, Purchaser shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer agrees to notify the Seller promptly if at any time prior to the Closing Date (i) any Debt Commitment Letter shall expire or be terminated for any reason, or (ii) any Financing Source 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 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 that would not be reasonably expected to prevent the Closing from occurring on or before the End Date (a “Replacement Commitment”). (c) Financing. In the event that Alternative Financing is obtained, Purchaser shall promptly provide the Sellers with a copy of the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If applicable, any reference in this Agreement to “Debt Commitment Letters are amendedFinancing” shall include “Alternative Financing”, 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 shall deliver reference to the Company final drafts of any such amended, replaced, supplemented or modified “Debt Commitment Letter, ” shall include the “Alternative Financing Commitment Letter” and (ii) any references to “Financing Agreements” shall include the Buyer shall comply with its covenants in Section 7.08 with respect definitive documentation relating to the Debt Commitment Letters, as so amended, replaced, supplemented or otherwise modified, or with respect to any such Replacement Commitment, to the same extent that the Buyer would have been obligated to comply with respect to the original Debt Alternative Financing.