Common use of Buyer’s Financing Clause in Contracts

Buyer’s Financing. (a) Sellers and Terex shall cooperate with Buyer in respect of any proposed public offering or private placement of securities and arrangements of other financing by Buyer, a portion of the proceeds of which are to be used to finance the Purchase Price by Buyer, working capital and fees and expenses in connection therewith (the "Financing"); provided, however, that neither Sellers nor Terex shall be obligated to participate in the Financing or incur any liability with respect thereto. Each party providing all or a portion of the Financing shall be entitled to rely in connection therewith on the documents delivered in accordance with Section 7.3(a). Buyer shall use commercially reasonable efforts to complete the Financing prior to or on December 12, 1996. (b) Buyer shall give Sellers and Terex a reasonable opportunity to review any references to Sellers, Terex, this Agreement or the transactions contemplated hereby in any registration statement or private placement memorandum relating to the Financing (the "Offering Documentation") and any amendments or supplements thereto by providing to Sellers and Terex drafts of such Offering Documentation or any amendments or supplements thereto prior to filing such documents with the Securities and Exchange Commission or distributing such documents to potential purchasers of privately placed securities and allowing Sellers and Terex a reasonable opportunity to review and comment thereon. (c) Buyer acknowledges and agrees that the cooperation by Sellers and Terex provided for in clause (a) hereof and any review of any Offering Documentation and any comments thereon provided by Sellers and Terex pursuant to clause (b) hereof shall not render Sellers or Terex in any way responsible for such Offering Documentation, or the accuracy or completeness thereof. (d) As an inducement to Sellers and Terex to cooperate with Buyer under this Section 6.21, (i) Buyer will, and hereby does, indemnify and hold harmless each of Terex and the Sellers (each, a "Terex Entity" and collectively, the "Terex Entities"), and each of their respective directors, officers, partners, counsel, employees, agents and affiliates and each other person or entity, if any, who controls each Terex Entity within the meaning of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (together with the Terex Entities, the "Indemnified Party"), to the fullest extent from and against losses, claims, damages, or liabilities, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or any other federal, state or

Buyer’s Financing. i. This Contract is contingent upon Buyer’s successful closing on the sale of an Agricultural Conservation Easement (a“ACE”) Sellers encumbering the Property to Maine Farmland Trust, Inc. (“MFT”) or Chebeague & Cumberland Land Trust (“CCLT”), which closing shall occur on the date of Closing under this Contract. The ACE shall be conveyed to MFT or CCLT for a price not less than the value of the ACE as determined by an appraisal commissioned by MFT or CCLT (the “ACE Appraisal Amount”). In the event that Buyer and Terex MFT are unable to close on the conveyance of the ACE by the date of Closing set forth herein, then Buyer shall cooperate with have an additional 15 days in which to carry out the closing on the ACE (the “Extension Period”). If, after the expiration of the Extension Period, Buyer in respect and MFT/CCLT have not closed on conveyance of the ACE, then Buyer may elect to purchase the Property without selling the ACE to MFT or CCLT, or Buyer or Seller may, at their option, declare this Contract null and void and Buyer and Seller shall be relieved of any proposed public offering further obligations hereunder. ii. Buyer and MFT or private placement CCLT shall enter into a purchase and sale agreement for Buyer’s sale of securities the ACE to MFT or CCLT as discussed in subparagraph (i) above (the “ACE Agreement”) on or before , 2019. Buyer shall provide a copy of the ACE Agreement to Seller promptly upon its execution. In the event that Buyer and arrangements MFT or CCLT have not entered into the ACE Agreement on or before , 2019, then this Contract shall be null and void, and the parties hereto shall be relieved of other financing by any further obligations hereunder Buyer, a portion at Buyer’s sole option, may elect to waive, in whole or in part, any of the proceeds conditions to Buyer’s obligations set forth in this Article VII (d) or (e) by delivery of which are written notice to be used Seller of its election to finance so waive any such conditions on or before Closing. If the Purchase Price by conditions set forth in this Article VII (d) or (e) have not been satisfied or waived, in whole or in part, on or prior to Closing or if, at any time, Buyer, working capital in its sole and fees absolute discretion shall have determined that any of the conditions set forth in this Article VII (d) or (e) will not be satisfied, or will be satisfied but on terms unacceptable to Buyer, Buyer shall have the right (i) to terminate the Contract by giving written notice thereof to Seller, and expenses in connection therewith thereafter the parties shall be released of all further obligations each to the other under the Contract, except as herein provided, or (ii) proceed to Closing, whereby the "Financing")condition(s) not otherwise satisfied shall be deemed waived; provided, however, that neither Sellers nor Terex shall be obligated to participate in the Financing or incur event the failure of any liability with respect thereto. Each party providing all or a portion of the Financing shall be entitled to rely in connection therewith on foregoing conditions is a result of a default of Seller, including, without limitation, a breach by Seller of any of the documents delivered in accordance with Section 7.3(a). covenants, representations and warranties of Seller hereunder, then Buyer shall use commercially reasonable efforts to complete have the Financing prior to or on December 12, 1996additional remedies provided in Article X(b) of this Contract. (b) Buyer shall give Sellers and Terex a reasonable opportunity to review any references to Sellers, Terex, this Agreement or the transactions contemplated hereby in any registration statement or private placement memorandum relating to the Financing (the "Offering Documentation") and any amendments or supplements thereto by providing to Sellers and Terex drafts of such Offering Documentation or any amendments or supplements thereto prior to filing such documents with the Securities and Exchange Commission or distributing such documents to potential purchasers of privately placed securities and allowing Sellers and Terex a reasonable opportunity to review and comment thereon. (c) Buyer acknowledges and agrees that the cooperation by Sellers and Terex provided for in clause (a) hereof and any review of any Offering Documentation and any comments thereon provided by Sellers and Terex pursuant to clause (b) hereof shall not render Sellers or Terex in any way responsible for such Offering Documentation, or the accuracy or completeness thereof. (d) As an inducement to Sellers and Terex to cooperate with Buyer under this Section 6.21, (i) Buyer will, and hereby does, indemnify and hold harmless each of Terex and the Sellers (each, a "Terex Entity" and collectively, the "Terex Entities"), and each of their respective directors, officers, partners, counsel, employees, agents and affiliates and each other person or entity, if any, who controls each Terex Entity within the meaning of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (together with the Terex Entities, the "Indemnified Party"), to the fullest extent from and against losses, claims, damages, or liabilities, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or any other federal, state or

Buyer’s Financing. (a) Sellers and Terex shall cooperate with Buyer in respect of any proposed public offering or private placement of securities and arrangements of other financing by Buyer, a portion of the proceeds of which are to be used to finance the Purchase Price by Buyer, working capital and fees and expenses in connection therewith (the "Financing"); provided, however, that neither Sellers nor Terex shall be obligated to participate in the Financing or incur any liability with respect thereto. Each party providing all or a portion of the Financing shall be entitled to rely in connection therewith on the documents delivered in accordance with Section 7.3(a). Buyer shall use commercially reasonable efforts to complete the Financing prior to or on December 12, 1996. (b) Buyer shall give Sellers and Terex a reasonable opportunity to review any references to Sellers, Terex, this Agreement or the transactions contemplated hereby in any registration statement or private placement memorandum relating to the Financing (the "Offering Documentation") and any amendments or supplements thereto by providing to Sellers and Terex drafts of such Offering Documentation or any amendments or supplements thereto prior to filing such documents with the Securities and Exchange Commission or distributing such documents to potential purchasers of privately placed securities and allowing Sellers and Terex a reasonable opportunity to review and comment thereon. (c) Buyer acknowledges and agrees that the cooperation by Sellers and Terex provided for in clause (a) hereof and any review of any Offering Documentation and any comments thereon provided by Sellers and Terex pursuant to clause (b) hereof shall not render Sellers or Terex in any way responsible for such Offering Documentation, or the accuracy or completeness thereof. (d) As an inducement to Sellers and Terex to cooperate with Buyer under this Section 6.21, (i) Buyer will, and hereby does, indemnify and hold harmless each of Terex and the Sellers (each, a "Terex Entity" and collectively, the "Terex Entities"), and each of their respective directors, officers, partners, counsel, employees, agents and affiliates and each other person or entity, if any, who controls each Terex Entity within the meaning of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (together with the Terex Entities, the "Indemnified Party"), to the fullest extent from and against losses, claims, damages, or liabilities, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or any other federal, state oror common law rule or regulation, or otherwise, insofar as such losses, claims, damages or liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of, are based upon or relate to the Financing and the Offering Documentation, and Buyer will reimburse each Indemnified Party for any legal or other expenses incurred by them in connection with investigating, preparing or defending any such loss, claim, liability, action or proceeding, whether or not in connection with litigation in which any Indemnified Party is a party; provided, however, that Buyer shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action or proceeding, in respect thereof) or expense is based upon an untrue statement or omission made or alleged untrue statement or omission made in reliance on and in conformity with written information furnished to Buyer, including, but not limited to, the representations and warranties contained in this Agreement.

Buyer’s Financing. (a) Sellers Seller acknowledges that Buyer and Terex shall cooperate Merger Sub may, contemporaneously with Buyer or at or after the Closing, engage in respect capital markets financing transactions as contemplated by the Debt Commitment Letter and that any such process will necessitate the creation and dissemination to potential investors of any proposed public customary offering materials as well as the filing of one or private placement of securities and arrangements of other financing by Buyer, a portion of the proceeds of which are to be used to finance the Purchase Price by Buyer, working capital and fees and expenses in connection therewith (the "Financing"); provided, however, that neither Sellers nor Terex shall be obligated to participate in the Financing or incur any liability with respect thereto. Each party providing all or a portion of the Financing shall be entitled to rely in connection therewith on the documents delivered in accordance with Section 7.3(a). Buyer shall use commercially reasonable efforts to complete the Financing prior to or on December 12, 1996. (b) Buyer shall give Sellers and Terex a reasonable opportunity to review any references to Sellers, Terex, this Agreement or the transactions contemplated hereby in any more registration statement or private placement memorandum relating to the Financing (the "Offering Documentation") and any amendments or supplements thereto by providing to Sellers and Terex drafts of such Offering Documentation or any amendments or supplements thereto prior to filing such documents statements with the Securities and Exchange Commission as part of such process or, following such process, pursuant to customary registration rights arrangements. In addition to Seller’s preparation of the 2004 Financial Statements, if any, Seller will, and will use commercially reasonable efforts to, and will request its accountants to, cooperate with such process prior to the Closing and for a period of not more than 30 days after the Closing (other than in connection with any cooperation contemplated by clause (iv) below, which shall be provided not more than 90 days after the Closing Date). Such cooperation will include (i) access to the workpapers of the Company and other supporting documents used in the preparation of the 2003 Statement of Selected Assets (and the 2004 Financial Statements) or distributing such documents as may be requested by Buyer’s accountants to potential purchasers render an opinion or comfort letter; (ii) to the extent reasonably requested, requiring the senior management of privately placed the Company to participate in meetings, due diligence sessions and road shows and helping to prepare offering memoranda with respect to the Business as it shall exist at and prior to the Closing (including helping Buyer to prepare the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and similar documents); (iii) using its commercially reasonable efforts to request its accountants to provide their reasonable cooperation, including (a) consents to the inclusion of their auditors’ reports in relevant offering documents and any related governmental filings, (b) consents to references to them as experts in a customary manner in any such offering materials and related governmental filings and (c) comfort letters covering such matters as are reasonably requested by Buyer, the Company or any initial purchaser or underwriter, as the case may be, and as are customarily addressed in the accountants’ comfort letters delivered in connection with securities offerings by the Seller or its Affiliates, in connection with financial information of the Company, the Subsidiaries and allowing Sellers the Contributing Companies (to the extent relating to the use or operation of the Verizon AssetCo Assets) included in any such Offering Materials and Terex (iv) following the Closing, cooperating with Buyer, at Buyer’s expense, to obtain information with respect to the Company, the Subsidiaries and the Contributing Companies necessary to (a) prepare unaudited and audited balance sheets of the Company on a reasonable opportunity combined basis at the Closing and (b) prepare unaudited and audited statements of income and cash flows, in each case for the period from January 1, 2005 through the Closing Date. Seller shall have the right at its election to review and comment thereonon such Offering Materials prior to the dissemination of such materials to potential lenders or other counterparties to any proposed capital market financing transaction (or filing with any Governmental Authority), provided that Seller shall communicate in writing its comments, if any, to Buyer and counsel to Buyer within a reasonable period of time under the circumstances and consistent with the time accorded to other participants who are asked to review and comment on such Offering Materials. Buyer shall reimburse Seller for all out-of-pocket expenses incurred after May 21, 2004 by the Company, Seller or any of their Affiliates, in connection with the provision of the foregoing financing cooperation (and any costs associated with the audit and/or review of financial statements as contemplated by Section 5.5) undertaken at the direction or request of Buyer. (b) Prior to the Closing, Buyer shall (i) use reasonable best efforts to obtain financing necessary to complete the transactions contemplated hereby pursuant to the Financing Commitments in accordance with the terms set forth therein (including, without limitation, any terms regarding the right of the lenders under the Debt Commitment Letter to exercise market flex) or pursuant to alternate financing arrangements in no lesser aggregate principal amount and otherwise on substantially comparable terms or terms more favorable to Buyer (including the absence of any additional material closing conditions) and (ii) furnish forthwith to Seller such information, and copies of existing documents, concerning or relating to Buyer’s funding for, or Buyer’s ability to consummate, the transactions contemplated by this Agreement as Seller reasonably may request from time to time in order to keep Seller reasonably informed of the status of Buyer’s arrangement of such financing. Notwithstanding the foregoing, (x) Buyer shall immediately notify Seller upon the termination or material modification of any Financing Commitment provided to Seller, pursuant to either Section 4.5 or this Section 5.10 and (y) Buyer shall not agree to any amendment to a Financing Commitment to amend any material term (including amounts thereunder and the Closing conditions therein) without the prior written consent of Seller. (c) Buyer acknowledges and agrees that any marketing activities associated with any debt capital market transaction undertaken as part of its financing and structured as a public offering or private placement (“Marketing Activities”) shall commence within five Business Days after the cooperation date of this Agreement, provided that in the event that an appeal of such approval is timely filed at any time, which appeal seeks to overturn the Regulatory Approvals or seeks a remedy which, if granted, could be materially adverse to Buyer, Merger Sub, the Company and the Subsidiaries (taken as a whole) and if either Buyer or Seller, each acting reasonably, concludes that such appeal presents an unreasonable risk of a materially adverse impact on Buyer, Merger Sub, the Company and the Subsidiaries (taking such entities as a whole and taking into account the likelihood of success on the merits and other relevant considerations), then the obligation to commence such Marketing Activities will be suspended until the issuance by Sellers and Terex provided for in clause the Hawaii Supreme Court (a) hereof and any review of any Offering Documentation and any comments thereon provided by Sellers and Terex pursuant to clause (b) hereof shall not render Sellers or Terex in any way responsible for such Offering Documentation, or the accuracy Hawaii Intermediate Court of Appeals) of a ruling denying or completeness thereofdismissing that portion of such appeal presenting such unreasonable risk or upon the withdrawal of such portion of such appeal. Buyer shall use reasonable best efforts to consummate such financing by the 30th day following the commencement or recommencement of such Marketing Activities. (d) As an inducement to Sellers and Terex to cooperate with Buyer under this Section 6.21, (i) Buyer will, and hereby does, indemnify and hold harmless each of Terex and the Sellers (each, a "Terex Entity" and collectively, the "Terex Entities"), and each of their respective directors, officers, partners, counsel, employees, agents and affiliates and each other person or entity, if any, who controls each Terex Entity within the meaning of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (together with the Terex Entities, the "Indemnified Party"), to the fullest extent from and against losses, claims, damages, or liabilities, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or any other federal, state or