Common use of Bridge Financing Clause in Contracts

Bridge Financing. Parent has delivered to the Company a true, correct and complete copy of the fully executed commitment letter, dated September 21, 2014, executed and delivered by Parent and XX Xxxxxx Xxxxx Bank N.A., X.X. Xxxxxx Securities LLC, and Barclays Bank PLC and all fee letters associated therewith (such commitment letter and related terms sheets (with all pricing terms redacted (none of which redacted provisions will adversely affect the availability of, or impose conditions on, the availability of the Bridge Financing at the Closing)), together with all annexes, exhibits, schedules and attachments thereto and each such fee letter, in each case, as amended or otherwise modified only to the extent permitted by this Agreement, collectively, the “Commitment Letter”) to provide to Parent, subject to the terms and conditions therein, debt financing in an aggregate principal amount set forth therein (being collectively referred to as the “Bridge Financing”). As of the date of this Agreement, the Commitment Letter has not been amended or modified and the respective obligations and commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement, no amendment, restatement, withdrawal, termination or other modification of the Commitment Letter is contemplated. As of the date of this Agreement, the Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent, and to the Knowledge of Parent, the other parties thereto, subject to the Bankruptcy and Equity Exception. Parent has fully paid any and all commitment fees and other fees in connection with the Commitment Letter that are payable on or prior to the date of this Agreement. The net cash proceeds of the Bridge Financing contemplated by the Commitment Letter will, together with cash and cash equivalents available to Parent, be sufficient (A) to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under ARTICLE II and ARTICLE III of this Agreement and (B) to fully satisfy all of the outstanding indebtedness of the Company or any of its Subsidiaries to the extent required to be repaid in connection with the consummation of the Merger and the other Transactions (the aggregate amount described in this sentence is referred to as the “Required Amount”). As of the date of this Agreement, Parent has no reason to believe that any of the conditions precedent to closing of the Bridge Financing will not be satisfied, or that the Bridge Financing will not be made available to the Parent, in each case, at or prior to the Closing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default, event of default or breach on the part of Parent under any term or condition of the Commitment Letter or that would permit the financial institutions party thereto to terminate, or to not make the initial funding of the Bridge Financing at or prior to the Closing upon satisfaction of all conditions thereto set forth in, in each case, the Commitment Letter. Except as set forth in the Commitment Letter, there are no (a) conditions precedent to the respective obligations of the lenders specified in the Commitment Letter to fund the full amount of the Bridge Financing at or prior to the Closing; or (b) contractual contingencies under any agreements, side letters or arrangements relating to the Bridge Financing to which any of Parent, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Commitment Letter to reduce the total amount of the Bridge Financing, or that would materially and adversely affect the availability to Parent of the Bridge Financing at or prior to the Closing.

Bridge Financing. Parent (a) The Company has delivered to the Company a true, correct and complete copy of the fully Liberty an executed commitment letterletter dated April 4, dated September 21, 2014, executed and delivered by Parent and XX Xxxxxx Xxxxx Bank N.A., X.X. Xxxxxx Securities LLC, and Barclays Bank PLC and all fee letters associated therewith 2017 (such commitment letter and related terms sheets the “Bridge Commitment Letter”) from the lenders party thereto (with all pricing terms redacted (none of which redacted provisions will adversely affect the availability of, or impose conditions on, the availability of the Bridge Financing at the Closing)), together with all annexes, exhibits, schedules and attachments thereto and each such fee letter, in each case, as amended or otherwise modified only to the extent permitted by this Agreement, collectively, the “Commitment LetterLenders”) pursuant to provide to Parentwhich the Lenders have agreed, subject to the terms and conditions thereinthereof, to provide the debt financing in an aggregate principal amount amounts set forth therein (being the “Bridge Financing Commitments”). The Bridge Financing Commitments pursuant to the Bridge Commitment Letter are collectively referred to in this Agreement as the “Bridge Financing.”). As (b) Assuming the satisfaction of the date conditions set forth Sections 6.1, 6.2 and 6.3 and the performance by Liberty of its obligations under this Agreement, the Company does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions and material terms to be satisfied by it in the Bridge Commitment Letter has not been amended on or modified and prior to the respective obligations and commitments contained therein Contribution Effective Time, nor does the Company have not been withdrawn, terminated or rescinded in Knowledge that any respect. As of the date of this AgreementLenders will not perform its obligations thereunder. (c) The Bridge Financing, no amendment, restatement, withdrawal, termination or other modification of when funded in accordance with the Commitment Letter is contemplated. As of the date of this Agreement, the Bridge Commitment Letter, shall provide the Company with cash proceeds on the Closing Date (after netting out applicable fees, expenses, original issue discount and similar premiums and charges assuming minimal amount of “market flex” (including original issue discount flex) provided under the Bridge Commitment Letter and the related fee letter) sufficient for the satisfaction in full of the form so deliveredCompany’s obligations under the 2021 Senior Notes and 2025 Senior Notes. (d) On the date hereof, the Bridge Commitment Letter is in full force and effect and is a constitutes the legal, valid and binding obligation of Parent, and to the Knowledge of Parent, the other parties theretoCompany, subject to the Bankruptcy and Equity Exception. Parent has fully paid any and all commitment fees bankruptcy, insolvency, reorganization, moratorium and other fees in connection with the Commitment Letter that are payable on applicable Laws relating to or prior to the date of this Agreement. The net cash proceeds of the Bridge Financing contemplated by the Commitment Letter will, together with cash and cash equivalents available to Parent, be sufficient affecting creditors’ rights generally (Aincluding fraudulent conveyance laws) to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewithgeneral equity principles, including payment regardless of all amounts under ARTICLE II and ARTICLE III of this Agreement and (B) to fully satisfy all of the outstanding indebtedness of the Company whether considered in a proceeding at law or any of its Subsidiaries to the extent required to be repaid in connection with the consummation of the Merger and the other Transactions (the aggregate amount described in this sentence is referred to as the “Required Amount”). As of the date of this Agreement, Parent has no reason to believe that any of the conditions precedent to closing of the Bridge Financing will not be satisfied, or that the Bridge Financing will not be made available to the Parent, in each case, at or prior to the Closing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default, event of default or breach on the part of Parent under any term or condition of the Commitment Letter or that would permit the financial institutions party thereto to terminate, or to not make the initial funding of the Bridge Financing at or prior to the Closing upon satisfaction of all conditions thereto set forth in, in each case, the Commitment Letter. Except as set forth in the Commitment Letter, there are no (a) conditions precedent to the respective obligations of the lenders specified in the Commitment Letter to fund the full amount of the Bridge Financing at or prior to the Closing; or (b) contractual contingencies under any agreements, side letters or arrangements relating to the Bridge Financing to which any of Parent, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Commitment Letter to reduce the total amount of the Bridge Financing, or that would materially and adversely affect the availability to Parent of the Bridge Financing at or prior to the Closingequity.

Bridge Financing. Parent has delivered to the Company a true, complete and correct and complete copy of the fully executed commitment lettercredit agreement, dated September 21as of December 13, 20142010 (the “Bridge Credit Agreement”), executed and delivered by among Parent and XX Xxxxxx Xxxxx Bank N.A., X.X. Xxxxxx Securities LLC, and Barclays Bank PLC and all fee letters associated therewith (such commitment letter and related terms sheets (with all pricing terms redacted (none of which redacted provisions will adversely affect the availability of, or impose conditions on, the availability of lenders from time to time party to the Bridge Financing at Credit Agreement, as lenders (the Closing)“Lenders”), together with all annexes, exhibits, schedules and attachments thereto and each such fee letter, in each case, as amended or otherwise modified only pursuant to which the extent permitted by this Agreement, collectively, the “Commitment Letter”) to provide to ParentLenders have committed, subject to the terms and conditions set forth therein, debt financing in an aggregate principal amount to lend the amounts set forth therein (being collectively referred to as the “Bridge Financing”). As Except for any amendments or drafts of amendments that Parent has delivered to the date of this AgreementCompany, the Commitment Letter Bridge Credit Agreement has not been amended or modified and the respective obligations and commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of prior to the date of this Agreement, no amendment, restatement, withdrawal, termination such amendment or other modification of the Commitment Letter is contemplated. As , and as of the date of this Agreementhereof, the Commitment Letter, respective commitments contained in the form so deliveredBridge Credit Agreement have not been withdrawn or rescinded in any respect. Except for fee letters relating to fees with respect to Bridge Financing and an engagement letter (complete copies of which have been provided to the Company, with only fee provisions, “market flex” provisions and securities demand provisions redacted), as of the date hereof there are no side letters or other agreements, Contracts or arrangements related to the funding of the Bridge Financing other than as expressly set forth in the Bridge Credit Agreement delivered to the Company prior to the date hereof. Parent has fully paid any and all commitment fees, other fees and deposits in connection with the Bridge Credit Agreement that are payable on or prior to the date hereof, and as of the date hereof, the Bridge Credit Agreement is in full force and effect and is a legal, valid valid, binding and binding enforceable obligation of Parent, and . There are no conditions precedent or other contingencies related to the Knowledge funding of Parent, the other parties thereto, subject to the Bankruptcy and Equity Exception. Parent has fully paid any and all commitment fees and other fees in connection with the Commitment Letter that are payable on or prior to the date of this Agreement. The net cash proceeds full amount of the Bridge Financing Financing, other than as expressly set forth in or expressly contemplated by the Commitment Letter will, together with cash and cash equivalents available to Parent, be sufficient (A) to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under ARTICLE II and ARTICLE III of this Agreement and (B) to fully satisfy all of the outstanding indebtedness of the Company or any of its Subsidiaries to the extent required to be repaid in connection with the consummation of the Merger and the other Transactions (the aggregate amount described in this sentence is referred to as the “Required Amount”)Bridge Credit Agreement. As of the date of this Agreement, Parent has no reason to believe that any of the conditions precedent to closing of the Bridge Financing will not be satisfied, or that the Bridge Financing will not be made available to the Parent, in each case, at or prior to the Closing. As of the date of this Agreement, no No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default, event of default or breach on the part of Parent under any term or condition of the Commitment Letter or that would permit the financial institutions party thereto to terminate, or to not make the initial funding of Parent. The aggregate proceeds contemplated by the Bridge Financing at or prior to the Closing upon satisfaction Credit Agreement, together with cash of all conditions thereto set forth inParent and Buyer on hand and/or available under currently existing credit facilities, in each casecase on the Closing Date, will be sufficient for Parent, Buyer and PropCo to (i) effect, as required, the Commitment Letter. Except as set forth in the Commitment Letter, there are no (a) conditions precedent to the respective obligations repayment or refinancing of any outstanding Indebtedness for Borrowed Money of the lenders specified Company contemplated by this Agreement or the Bridge Credit Agreement (excluding, in any event, the Commitment Letter to fund the full amount approximately $1 billion of existing Indebtedness for Borrowed Money held by Parent or its subsidiaries that is mezzanine debt issued by one or more of the REIT Entities, which mezzanine debt shall remain outstanding), (ii) pay any and all fees and expenses required to be paid by Parent, Buyer and PropCo in connection with the Purchase and Bridge Financing at or prior to Credit Agreement and (iii) satisfy all of the Closing; or (b) contractual contingencies under any agreements, side letters or arrangements relating to the Bridge Financing to which any other payment obligations of Parent, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Commitment Letter to reduce the total amount of the Bridge Financing, or that would materially Buyer and adversely affect the availability to Parent of the Bridge Financing at or prior to the ClosingPropCo contemplated hereunder.

Bridge Financing. Parent has The Buyer Parties have delivered to the Company Seller Parties a true, correct true and complete copy of the fully executed commitment letterBridge Commitment Letter and the Redacted Bridge Fee Letter, dated September 21, 2014, executed and delivered by Parent and XX Xxxxxx Xxxxx Bank N.A., X.X. Xxxxxx Securities LLC, and Barclays Bank PLC and all fee letters associated therewith (such commitment letter and related terms sheets (with all pricing terms redacted (none neither of which redacted provisions will adversely affect the availability ofhas been amended, or impose conditions on, the availability of the Bridge Financing at the Closing)), together with all annexes, exhibits, schedules and attachments thereto and each such fee letter, in each case, as amended restated or otherwise modified only or waived in any manner prior to the extent permitted by this Agreement, collectively, the “Commitment Letter”) to provide to Parent, subject to the terms and conditions therein, debt financing in an aggregate principal amount set forth therein (being collectively referred to as the “Bridge Financing”). As of the date of this Agreement. The proceeds of the Bridge Financing, together with the proceeds of any Exchanges, if applicable, and any other available cash on hand at the Buyer Parties as of the Closing, will be sufficient to consummate the Transactions, including the making of all Closing Date Payments on the Closing Date. The commitments contained in the Bridge Commitment Letter has not been amended or modified and the respective obligations and commitments contained therein have not been withdrawn, rescinded or terminated or rescinded in any respect. As Each of the date of this Agreement, no amendment, restatement, withdrawal, termination or other modification of the Bridge Commitment Letter is contemplated. As of and the date of this Agreement, the Commitment Letter, in the form so delivered, Redacted Bridge Fee Letter is in full force and effect and is represents a legalvalid, valid binding and binding enforceable obligation of Parentthe Buyer Parties and, and to the Knowledge of Parentthe Buyer Parties, each other party thereto, to provide the other parties theretofinancing contemplated thereby subject only to the satisfaction or waiver of the Bridge Financing Conditions and, subject to the Bankruptcy qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors, and Equity Exceptionthat equitable remedies, including specific performance, are discretionary and may not be ordered. Parent has The Buyer Parties have fully paid (or caused to be paid) any and all commitment fees and other fees in connection with the Commitment Letter amounts that are due and payable on or prior to the date of this Agreement. The net cash proceeds of the Bridge Financing contemplated by the Commitment Letter will, together with cash and cash equivalents available to Parent, be sufficient (A) to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under ARTICLE II and ARTICLE III of this Agreement and (B) to fully satisfy all of the outstanding indebtedness of the Company or any of its Subsidiaries to the extent required to be repaid in connection with the consummation of the Merger and the other Transactions (the aggregate amount described in this sentence is referred to as the “Required Amount”)Bridge Financing. As of the date of this Agreement, Parent has no reason to believe that any of the conditions precedent to closing of the Bridge Financing will not be satisfied, or that the Bridge Financing will not be made available to the Parent, in each case, at or prior to the Closing. As of the date of this Agreement, no No event has occurred which, with or without notice, lapse of time or both, would constitute a default, event of breach or default or breach on the part of Parent under any term or condition the Buyer Parties or, to the Knowledge of the Commitment Letter or that would permit the financial institutions Buyer Parties, any other party thereto to terminate, or to not make the initial funding of under the Bridge Financing at or prior to the Closing upon satisfaction of all conditions thereto set forth in, in each case, the Commitment Letter. Except as set forth in the Commitment Letter, there There are no (a) conditions precedent related to the respective obligations funding of the lenders specified in the Commitment Letter to fund the full amount of the Bridge Financing, other than the Bridge Financing at or prior to Conditions. As of the Closing; or (b) contractual contingencies under any agreementsdate of this Agreement, there are no side letters or arrangements other Contracts relating to the Bridge Financing to which any of Parent, Merger Sub Buyer Party or any of their respective Affiliates Buyer Subsidiaries is a party that would permit party, other than the lenders specified Redacted Bridge Fee Letter and any other agreements expressly set forth in the Bridge Commitment Letter to reduce Letter. Assuming the total amount accuracy of the Bridge FinancingSeller Parties’ representations and warranties set forth in this Agreement and performance by the Seller Parties of their obligations hereunder, or that would materially the Buyer Parties have no reason to believe that, subject to the satisfaction of the conditions precedent set forth in Sections 7.1 and adversely affect the availability to Parent 7.2 (i) any of the Bridge Financing at Conditions will not be satisfied or prior (ii) the Bridge Financing will not be made available to the ClosingBuyer Parties on the Closing Date. Notwithstanding anything to the contrary contained herein, the Seller Parties agree that a breach of this representation and warranty shall not result in the failure of a condition precedent to the Seller Parties’ obligations under this Agreement if (notwithstanding such breach) the Buyer Parties are willing and able to consummate the acquisition of the Target Properties on the Closing Date.

Bridge Financing. (a) Parent has delivered shall use commercially reasonable efforts to the Company a true, correct and complete copy of the fully executed commitment letter, dated September 21, 2014, executed and delivered by Parent and XX Xxxxxx Xxxxx Bank N.A., X.X. Xxxxxx Securities LLC, and Barclays Bank PLC and all fee letters associated therewith (such commitment letter and related terms sheets (with all pricing terms redacted (none of which redacted provisions will adversely affect the availability oftake, or impose cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable in Parent’s reasonable judgment satisfy all conditions on, and covenants applicable to Parent in the availability of Bridge Credit Agreement and to obtain the funds contemplated by the Bridge Financing at on the Closing)), together with all annexes, exhibits, schedules terms and attachments thereto and each such fee letter, conditions described in each case, as amended or otherwise modified only the Bridge Credit Agreement in an amount necessary to finance the Purchase to the extent permitted by this Agreementsuch proceeds are not obtained from one or more debt or equity securities offerings (such offerings, collectively, the “Commitment LetterCapital Markets Financing”) to provide to Parent, subject to (it being understood the terms and conditions therein, debt financing in an aggregate principal commitments under the Bridge Financing may be reduced by the amount set forth therein (being collectively referred to as the “Bridge Financing”of any proceeds obtained by Parent from any Capital Markets Financing or asset sales). As Parent shall not permit, without the Company’s consent (which shall not be unreasonably withheld or delayed) any amendment or modification to be made to, or any waiver of any provision or remedy under the date of this Agreement, the Commitment Letter has not been amended or modified and the respective obligations and commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement, no Bridge Credit Agreement if such amendment, restatement, withdrawal, termination modification or other modification of waiver would (i) reduce the Commitment Letter is contemplated. As of the date of this Agreement, the Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent, and to the Knowledge of Parent, the other parties thereto, subject to the Bankruptcy and Equity Exception. Parent has fully paid any and all commitment fees and other fees in connection with the Commitment Letter that are payable on or prior to the date of this Agreement. The net cash proceeds aggregate amount of the Bridge Financing contemplated by the Commitment Letter willor (ii) impose new or additional conditions, together with cash and cash equivalents available to Parentor otherwise amend, be sufficient (A) to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewithmodify or expand any conditions, including payment of all amounts under ARTICLE II and ARTICLE III of this Agreement and (B) to fully satisfy all of the outstanding indebtedness of the Company or any of its Subsidiaries to the extent required to be repaid in connection with the consummation of the Merger and the other Transactions (the aggregate amount described in this sentence is referred to as the “Required Amount”). As of the date of this Agreement, Parent has no reason to believe that any of the conditions precedent to closing receipt of the Bridge Financing will not in a manner that would reasonably be satisfiedexpected to (a) materially delay or prevent the Closing, or that (b) make the funding of the Bridge Financing will not be made available (or satisfaction of the conditions to obtaining the Bridge Financing) less likely to occur or (c) adversely impact the ability of Parent to enforce its rights against the other parties to the Parent, in each case, at or prior Bridge Credit Agreement. Subject to the Closing. As limitations set forth in this Section 6.10, Parent may amend the Bridge Credit Agreement and any related fee letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (and affiliates thereof) that have not executed the Bridge Credit Agreement as of the date hereof. Without limiting the foregoing, Parent shall use commercially reasonable efforts to (i) maintain in effect the Bridge Credit Agreement in accordance with the terms and subject to the conditions thereof (and subject to Parent’s ability to undertake Capital Markets Financings or sales of this assets which reduce commitments under the Bridge Credit Agreement), no (ii) satisfy all conditions and covenants applicable to Parent in the Bridge Credit Agreement and (iii) cause the Lenders and other persons providing financing under the Bridge Financing to fund the Bridge Financing on the Closing Date to the extent Parent deems it necessary to draw upon the Bridge Financing on the Closing Date. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice: (A) of any material breach or default (or any event has occurred whichor circumstance that, with or without notice, lapse of time or both, would constitute a reasonably be expected to give rise to any material breach or default) by any party to the Bridge Credit Agreement or definitive document related to the Bridge Financing of which Parent or its Affiliates becomes aware and (B) of the receipt of any written notice or other written communication from any person with respect to any (x) actual or potential material breach, default, event of default termination or breach on repudiation by any party to the part of Parent under Bridge Credit Agreement or any term definitive document related to the Bridge Financing or condition any provisions of the Commitment Letter Bridge Credit Agreement or that would permit any definitive document related to the financial institutions party thereto Bridge Financing or (y) material dispute or disagreement between or among any parties to terminatethe Bridge Credit Agreement or any definitive document related to the Bridge Financing (but excluding, or for the avoidance of doubt, any ordinary course negotiations with respect to not make the initial funding terms of the Bridge Financing at or prior any definitive agreement with respect thereto); provided that in no event will Parent be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent shall have used their reasonable best efforts to disclose such information in a way that would not waive such privilege. As soon as reasonably practicable, but in any event within two (2) Business Days after the Closing upon satisfaction date the Company delivers Parent a written request, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A) or (B) of all the immediately preceding sentence. If any portion of the Bridge Financing becomes unavailable on the terms and conditions thereto set forth incontemplated in the Bridge Credit Agreement and any related fee letter, Parent shall use its commercially reasonable efforts to arrange and obtain alternative financing from alternative sources on terms not materially less favorable, in each casethe aggregate, to Parent, than the Commitment Letter. Except as terms set forth in the Bridge Credit Agreement and any related fee letter, in an amount sufficient to consummate the transactions contemplated by this Agreement (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 6.10 shall apply to such Alternative Financing as though it was the Bridge Financing; provided that Parent shall not be required to arrange for such Alternative Financing or execute any commitment letter or agreement in connection therewith (the “New Commitment”) on terms and conditions which are materially less favorable, in the aggregate, to Parent than those included in the Bridge Credit Agreement and any related fee letter that such New Commitment Letteris replacing; provided, there further that Parent shall not be required to arrange for such Alternative Financing or execute any New Commitment in the event that the proceeds from any Capital Markets Financings are no (a) conditions precedent sufficient to finance the Purchase on the Closing Date. Notwithstanding anything to the respective obligations contrary in this Agreement or otherwise, Parent, at Parent’s election, may elect to cause HCP Mezzanine Lender, LLC and HCP Mezzanine Lender TRS, LLC, which are the holders of the lenders specified in the Commitment Letter to fund the full amount REIT Indebtedness comprised of the Bridge Financing Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Loan, and Seventh Mezzanine Loan (each as defined in Schedule 1.3 and, collectively, the “HCP Mezzanine Loans”), to waive their rights to prepayment of the HCP Mezzanine Loans and maintain the outstanding loan balances of the HCP Mezzanine Loans as Indebtedness for Borrowed Money which shall survive Closing and be a Permitted Encumbrance on the REIT Assets in all respects. In connection with any such election, the Company and Company Subsidiaries shall, at the sole expense of Parent, cooperate with Parent’s efforts to take, or prior cause to be taken, all actions and to do, or cause to be done, all things reasonably requested by Parent in connection with such election, including by cooperating with Parent and the Closing; or servicer, lenders, and administrative agents under any of the loans comprising the REIT Indebtedness to assist in effectuating such election. (b) contractual contingencies If Parent does not cause all Indebtedness under any agreementsthe REIT Indebtedness to be paid in full contemporaneously with the Closing, side letters or arrangements relating to the Bridge Financing to which any of Parent, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Commitment Letter to reduce the total amount Parent shall take all actions required for termination of the Bridge FinancingBad Acts Guaranty, or that would materially and adversely affect with no Liability thereunder for the availability to Parent of the Bridge Financing at or prior to the ClosingOpCo Entities.