Common use of Permanent Financing Clause in Contracts

Permanent Financing. (a) Holdings will, and will cause its Subsidiaries to, take all actions which, in the reasonable judgment of DLJSC, are necessary or desirable to obtain Permanent Financing as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest rates and other terms as are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of Permanent Financing on the terms set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The respective amounts to be financed through bank financing or through the issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their terms. (b) Holdings covenants that it will, and will cause its Subsidiaries to, enter into such agreements as in the reasonable judgment of DLJSC are customary in connection with the Permanent Financing, make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state securities laws as in the reasonable judgment of DLJSC shall be required to permit consummation of the Permanent Financing and take such steps as in the reasonable judgment of DLJSC are necessary or desirable to cause such filings to become effective or in the reasonable judgment of DLJSC are otherwise required to consummate the Permanent Financing.

Permanent Financing. (a) Holdings will, and The Company will cause its Subsidiaries to, take all actions which, in the reasonable judgment of DLJSCthe Company and the Purchaser, are necessary or desirable to obtain Permanent Financing as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest or dividend rates and other terms as are, in the reasonable opinion of DLJSC, are then prevailing for new issues of securities of comparable size and credit rating in the United States capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of Permanent Financing on the terms set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities)markets. The respective amounts to be financed through bank financing or through by the issuance of securities Permanent Financing shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds Net Cash Proceeds from the Permanent Financing shall be used used, to the extent required required, to redeem in full the Notes in accordance with their terms. (b) Holdings covenants that it will, and The Company will cause its Subsidiaries to, enter into such agreements as in the reasonable judgment of DLJSC the Company and the Purchaser or an Affiliate of the Purchaser are customary in connection with the any such Permanent Financing, make such filings filings, if any, under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, 1939 (if applicable) and state securities laws as in the reasonable judgment of DLJSC the Company and the Purchaser or such Affiliate of the Purchaser shall be required to permit consummation of the such Permanent Financing and take such steps as in the reasonable judgment of DLJSC the Company and the Purchaser or such Affiliate are necessary or desirable to cause such filings to become effective or in the reasonable judgment of DLJSC the Company and the Purchaser or such Affiliate are otherwise required to consummate such Permanent Financing; provided, however, that the Company will not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which it is not then so qualified to facilitate the Permanent Financing. (c) In the event that all or any portion of the securities issued in the Permanent Financing are issued under circumstances in which a registration statement relating to 39 such securities has not been declared effective by the Commission under the Securities Act, the Company agrees to grant to the purchasers of securities issued in such Permanent Financing registration rights on terms reasonably required by the Purchaser or any Affiliate of the Purchaser.

Permanent Financing. (ai) Holdings will, and The Company will cause its Subsidiaries to, take all actions which, in the reasonable judgment of DLJSCPrudential, in consultation with the Company, are necessary or desirable to obtain Permanent Financing permanent financing in an amount sufficient to redeem all the Notes as soon as is reasonably practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through the issuance of (A) debt securities ("ISSUED DEBT") at such interest rates and other terms as are, in the reasonable opinion of DLJSCPrudential, in consultation with the Company, prevailing for new issues of securities of comparable size and credit rating in the United States capital markets at the time such Permanent Financing permanent financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided that, if and/or (B) through the issuance of Common Stock at such prices and terms as are, in the reasonable judgment opinion of DLJSCPrudential, in consultation with the Company, prevailing for issues of equity securities by companies in similar lines of Holdings need to be provided for business, of comparable size and at the consummation time of Permanent Financing on the terms set forth above, the such issue. The terms of the Permanent Financing such Issued Debt shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities), whether as part of a unit or separately, as is needed to facilitate the issuance of Issued Debt. The Company shall issue and make available to Prudential such equity securities for the foregoing purpose in such amounts as Prudential shall reasonably determine in consultation with the Company. The respective amounts to be financed through bank financing Issued Debt, Common Stock or through the issuance of other securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the net proceeds from the Permanent Financing any such permanent financing shall be used to the extent required to redeem repay in full the Notes in accordance with their terms. (b) Holdings covenants that it will, and will cause its Subsidiaries to, enter into such agreements as in the reasonable judgment of DLJSC are customary in connection with the Permanent Financing, make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state securities laws as in the reasonable judgment of DLJSC shall be required to permit consummation of the Permanent Financing and take such steps as in the reasonable judgment of DLJSC are necessary or desirable to cause such filings to become effective or in the reasonable judgment of DLJSC are otherwise required to consummate the Permanent Financing.

Permanent Financing. (a) Holdings The Company will, and will cause its Subsidiaries to, use its best efforts to take all actions which, in the reasonable judgment of DLJSCthe Purchaser, are necessary or desirable to obtain Permanent Financing (having terms and conditions that have been approved as required pursuant to the Senior Credit Facilities) as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest rates and other terms as are, in the reasonable opinion of DLJSCthe Purchaser, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of Permanent Financing on the terms set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The respective amounts to be financed through bank financing or through the issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the such Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their terms. (b) Holdings The Company covenants that it will, and will cause its Subsidiaries to, use its best efforts to enter into such agreements as in the reasonable judgment of DLJSC the Purchaser are customary in connection with the Permanent FinancingFinancing (having terms and conditions that have been approved as required pursuant to the Senior Credit Facilities), make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state securities laws as in the reasonable judgment of DLJSC the Purchaser shall be required to permit consummation of the such Permanent Financing and take such steps as in the reasonable judgment of DLJSC the Purchaser are necessary or desirable to cause such filings to become effective or in the reasonable judgment of DLJSC the Purchaser are otherwise required to consummate the such Permanent Financing.

Permanent Financing. (a) Holdings The Company will, and will ------------------- cause its Subsidiaries each Credit Party to, take all the actions which, in the reasonable judgment of DLJSCthe Bridge Parties, are necessary or desirable to obtain Permanent Financing as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through the issuance of securities at such interest rates and on other terms as are, in the reasonable opinion of DLJSCthe Bridge Parties, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-arm's length basis between unaffiliated parties; provided , provided, that, if in the reasonable -------- judgment of DLJSCthe Bridge Parties, equity securities of Holdings the Company need to be provided for the consummation of the Permanent Financing on the terms and conditions set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The respective amounts amount to be financed through bank financing or through the issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes Obligations in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the Permanent Financing shall be used to the extent required to redeem in full the Notes Obligations in accordance with their terms. (b) Holdings The Company covenants that it will, and will cause its Subsidiaries each Credit Party to, enter into such agreements as in the reasonable judgment of DLJSC the Bridge Parties are customary in connection with the Permanent Financing, make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state securities laws as in the reasonable judgment of DLJSC the Bridge Parties shall be required to permit consummation of the Permanent Financing and take such steps as in the reasonable judgment of DLJSC the Bridge Parties are necessary or desirable 181 to cause such filings to become effective or in the reasonable judgment of DLJSC the Bridge Parties are otherwise required to consummate the Permanent Financing.

Permanent Financing. (a) Holdings willUpon a request (an "Initial Securities Request") made by the Take-Out Banks at any time after the Closing Date, and will cause its Subsidiaries to, the Borrower shall take all reasonable actions which, in the reasonable judgment of DLJSC, are necessary or desirable desirable, to obtain Permanent Financing the extent within its power, to (x) issue Permitted Notes for the purposes of refinancing all (or a portion) of the Loans (the "Take-Out Securities") and (y) enable the Take-Out Banks, as soon as practicable through after such Initial Securities Request to place such Take-Out Securities. Thereafter, at any time and from time to time after the Initial Securities Request, upon notice by the Take- Out Banks of their desire to place additional Take-Out Securities (x) bank financing a "Follow-on terms usual Securities Notice"), the Borrower will issue and customary for similar financings and/or (y) through issuance of securities at sell such interest rates and other terms as are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm'sadditional Take-length basis between unaffiliated parties; provided that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of Permanent Financing on Out Securities upon the terms set forth above, and subject to the terms of the Permanent Financing shall provide for the issuance of conditions specified in such equity securities (which may include warrants to purchase such equity securities)Follow-on Securities Notice. The respective amounts to be financed through bank financing or through the issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their terms. (b) Holdings covenants that it will, and Borrower will cause its Subsidiaries to, enter into such agreements as in the reasonable judgment of DLJSC are customary in connection connections with financings similar to the Permanent FinancingTake-Out Securities. The Borrower agrees that the Take- Out Banks shall determine the interest rates for such Take-Out Securities in light of then prevailing market conditions. The Borrower shall provide the Take-Out Banks with audited, unaudited and pro forma financial statements meeting the requirements of Regulation S-X under the Securities Act for the periods required of a registrant on Form S-1 under the Securities Act and shall make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, and public disclosures as amended, and state securities laws as in the reasonable judgment of DLJSC shall may be required to permit consummation of the Permanent Financing and take such steps as in the reasonable judgment of DLJSC are necessary or desirable to cause such filings to become effective and to permit the Take-Out Securities to be sold. (i) Upon a request (a "Facility Request") made by the Required Lenders at any time after the Closing Date, the Borrower shall take all reasonable actions necessary or desirable, to the extent within its power, to arrange for a bank facility (the "Bank Facility"), the proceeds of which shall be used to refinance, in whole, the Loans. The Borrower shall enter into such agreements as are customary in connection with credit facilities similar to the Bank Facility. The Borrower shall cooperate with the agent, arranger and lenders in the reasonable judgment syndication of DLJSC are otherwise required the Bank Facility by taking actions including, without limitation, promptly providing the agent, the arranger, their respective affiliates and the lenders with all information reasonably deemed necessary to consummate complete successfully such syndication. (ii) The Borrower agrees that (x) the Arranger shall have the option, in its sole discretion, to act as exclusive arranger of the Bank Facility and (y) the Agent shall have the option, in its sole discretion, to act as exclusive administrative agent for the Bank Facility. (c) The Borrower hereby covenants and agrees that all proceeds from the Permanent FinancingFinancing will be applied to repay the Loans.

Permanent Financing. (a) Holdings will, and will cause its Subsidiaries to, take all actions which, in the reasonable judgment of DLJSC, are necessary or desirable to obtain Permanent Financing as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest rates and other terms as are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided The Borrower hereby agrees that, if in upon receipt of written notice by the reasonable judgment Arranger (a "Securities Demand"), at any time and from time to time on or after the Funding Date with respect to an offering and sale of DLJSC, equity securities of Holdings need to be provided the Refinancing Securities for the consummation purposes of Permanent Financing on refinancing the terms Loans and any Floating Rate Exchange Securities (in whole or in part) (the "Securities Demand Offering"), the Borrower shall take the actions described in clause (c) below and such other actions reasonably deemed necessary by the Arranger to issue the Refinancing Securities contemplated by each such Securities Demand. Each Securities Demand shall set forth above, (i) the principal amount of the Refinancing Securities and (ii) the other terms of the Permanent Financing shall provide for Refinancing Securities, including interest rate, yield, maturity, security, covenants, change of control provisions and redemption dates and prices, in accordance with clause (b) below. Notwithstanding any other provision of this Agreement, it is expressly agreed and acknowledged that (i) the issuance of such equity securities Refinancing Securities shall operate as a novation of the Indebtedness represented by the Loans and any Floating Rate Exchange Securities refinanced thereby, (which may include warrants to purchase such equity securities). The respective amounts ii) no Indebtedness represented by any Refinancing Securities shall be deemed to be financed through bank financing an extension or through continuation of any Loan and any Floating Rate Exchange Securities, and (iii) the issuance of securities Indebtedness represented by such refinanced Loans and any Floating Rate Exchange Securities shall be as determined novated, settled and extinguished by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their termsnew Indebtedness represented by such Refinancing Securities. (b) Holdings covenants that it willThe Refinancing Securities shall be issued on the following terms: (i) the Refinancing Securities shall be issued by the Borrower (or such Subsidiary of the Borrower as the Arranger shall specify) through a registered public offering, and will cause its Subsidiaries to, enter into such agreements as in the reasonable judgment of DLJSC are customary in connection with the Permanent Financing, make such filings a private placement for resale pursuant to Rule 144A or a Regulation S offering under the Securities ActAct and/or a private placement under exemptions from the prospectus requirement, as determined by the Arranger in its discretion after consultation with the Borrower; (ii) the Refinancing Securities shall have a maturity date which is not earlier than the date which is one year after the scheduled final maturity of the Senior Secured Credit Facilities; (iii) the Refinancing Securities shall have such terms, including registration rights (in the event of a private placement under Rule 144A offering or Regulation S offering of the Refinancing Securities), covenants, events of default, subordination provisions, interest rate, yield and redemption prices and dates and conditions as are customary for similar financings as determined by the Arranger in its sole discretion after consultation with the Borrower; (iv) without the Borrower's consent (not to be unreasonably withheld, delayed or conditioned), the Exchange Actweighted average interest rate or yield to maturity per annum on all such Refinancing Securities shall not exceed the Total Cap; provided, that such interest rate or yield to maturity per annum shall not be less than 8.5% per annum; and (v) all other arrangements with respect to the Trust Indenture Act of 1939, as amended, and state securities laws as Refinancing Securities shall be reasonably satisfactory in all material respects to the Arranger in the reasonable judgment of DLJSC shall be required to permit consummation light of the Permanent Financing prevailing market conditions and take the financial condition and prospects of the Borrower and its Subsidiaries at the time of such steps as in the reasonable judgment of DLJSC are necessary or desirable to cause such filings to become effective or in the reasonable judgment of DLJSC are otherwise required to consummate the Permanent Financingissuance and sale.

Permanent Financing. (a) Holdings The Company will, and will cause each of its Restricted Subsidiaries to, take all actions which, in the reasonable judgment of DLJSC, are necessary or desirable to obtain Permanent Financing as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of subordinated securities at such interest rates and other terms as are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the United States capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided PROVIDED that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of the Permanent Financing on the terms set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The respective amounts to be financed through bank financing the subordinated debentures or through the issuance of other securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their terms. (b) Holdings The Company covenants that it will, and will cause each of its Restricted Subsidiaries to, enter into such agreements as in the reasonable judgment of DLJSC are customary in connection with the Permanent Financing, make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state State securities laws (subject to customary exceptions) as in the reasonable judgment of DLJSC shall be required to permit consummation of the Permanent Financing and take such steps as in the reasonable judgment of DLJSC are necessary or desirable to cause such filings to become effective or in the reasonable judgment of DLJSC are otherwise required to consummate the Permanent FinancingFinancing in a manner that does not violate the Credit Agreement.