Common use of Debt and Preferred Equity Financing Clause in Contracts

Debt and Preferred Equity Financing. Merger Sub, Parent and Saw Mill shall be solely responsible for all negotiations with respect to definitive agreements regarding the financing contemplated by the Commitment Letters. Merger Sub, Parent and Saw Mill shall conduct such negotiations reasonably and in good faith and, at the request of the Special Committee, shall promptly inform the Special Committee as to the status of such negotiations. So long as the Company is in compliance with Sections 7.04(c), 7.04(d), 7.04(f) and 7.09, Saw Mill, Merger Sub 111 and Parent shall use commercially reasonable efforts to satisfy the requirements of the Commitment Letters and to obtain the funding contemplated by and on the terms contained in the Commitment Letters, or if any of the Commitment Letters is terminated or such funds shall not otherwise be available, use commercially reasonable efforts to obtain an alternative source of financing, in each case, on financial and other terms no less favorable than those set forth in the respective Commitment Letters or to the extent not set forth therein, on terms reasonably acceptable to Saw Mill, Merger Sub and Parent. Following the date hereof, any amendment, termination, cancellation or modification of any Commitment Letter or any information known to Merger Sub which makes it unlikely to obtain the financing on the terms set forth in the Commitment Letters, shall be promptly disclosed to the Special Committee; provided, that Merger Sub shall consult with the Company Financial Advisor with respect to any such amendment or modification.

Debt and Preferred Equity Financing. Merger Sub, Parent and Saw Mill shall be solely responsible for all negotiations with respect to definitive agreements regarding the financing contemplated by the Commitment Letters. Merger Sub, Parent and Saw Mill shall conduct such negotiations reasonably and in good faith and, at the request of the Special Committee, shall promptly inform the Special Committee as to the status of such negotiations. So long as the Company is in compliance with Sections 7.04(c), 7.04(d), 7.04(f) and 7.09, Saw Mill, Merger Sub 111 and Parent shall use commercially reasonable efforts to satisfy the requirements of the Commitment Letters and to obtain the funding contemplated by and on the terms contained in the Commitment Letters, or if any of the Commitment Letters is terminated or such funds shall not otherwise be available, use commercially reasonable efforts to obtain an alternative source of financing, in each case, on financial and other terms no less favorable than those set forth in the respective Commitment Letters or to the extent not set forth therein, on terms reasonably acceptable to Saw Mill, Merger Sub and Parent. Following the date hereof, any amendment, termination, cancellation or modification of any Commitment Letter or any information known to Merger Sub which makes it unlikely to obtain the financing on the terms set forth in the Commitment Letters, shall be promptly disclosed to the Special Committee; provided, that Merger Sub shall consult with the Company Financial Advisor with respect to any such amendment or modification.

Debt and Preferred Equity Financing. Merger Sub, Parent and Saw Mill shall be solely responsible for all negotiations with respect to definitive agreements regarding the financing contemplated by the Commitment Letters. Merger Sub, Parent and Saw Mill shall conduct such negotiations reasonably and in good faith and, at the request of the Special Committee, shall promptly inform the Special Committee as to the status of such negotiations. So long as the Company is in compliance with Sections 7.04(c), 7.04(d), 7.04(f) and 7.09, Saw Mill, Merger Sub 111 39 and Parent shall use commercially reasonable efforts to satisfy the requirements of the Commitment Letters and to obtain the funding contemplated by and on the terms contained in the Commitment Letters, or if any of the Commitment Letters is terminated or such funds shall not otherwise be available, use commercially reasonable efforts to obtain an alternative source of financing, in each case, on financial and other terms no less favorable than those set forth in the respective Commitment Letters or to the extent not set forth therein, on terms reasonably acceptable to Saw Mill, Merger Sub and Parent. Following the date hereof, any amendment, termination, cancellation or modification of any Commitment Letter or any information known to Merger Sub which makes it unlikely to obtain the financing on the terms set forth in the Commitment Letters, shall be promptly disclosed to the Special Committee; provided, that Merger Sub shall consult with the Company Financial Advisor with respect to any such amendment or modification.

Debt and Preferred Equity Financing. Merger Sub, Parent and Saw Mill shall be solely responsible for all negotiations with respect to definitive agreements regarding the financing contemplated by the Commitment Letters. Merger Sub, Parent and Saw Mill shall conduct such negotiations reasonably and in good faith and, at the request of the Special Committee, shall promptly inform the Special Committee as to the status of such negotiations. So long as the Company is in compliance with Sections 7.04(c), 7.04(d), 7.04(f) and 7.09, Saw Mill, Merger Sub 111 and Parent shall use commercially reasonable efforts to satisfy the requirements of the Commitment Letters and to obtain the funding contemplated by and on the terms contained in the Commitment Letters, or if any of the Commitment Letters is terminated or such funds shall not otherwise be available, use commercially reasonable efforts to obtain an alternative source of financing, in each case, on financial and other terms no less favorable than those set forth in the respective Commitment Letters or to the extent not set forth therein, on terms reasonably acceptable to Saw Mill, Merger Sub and Parent. Following the date hereof, any amendment, termination, cancellation 34 40 or modification of any Commitment Letter or any information known to Merger Sub which makes it unlikely to obtain the financing on the terms set forth in the Commitment Letters, shall be promptly disclosed to the Special Committee; provided, that Merger Sub shall consult with the Company Financial Advisor with respect to any such amendment or modification.

Debt and Preferred Equity Financing. Merger Sub, Parent and Saw Mill shall be solely responsible for all negotiations with respect to definitive agreements regarding the financing contemplated by the Commitment Letters. Merger Sub, Parent and Saw Mill shall conduct such negotiations reasonably and in good faith and, at the request of the Special Committee, shall promptly inform the Special Committee as to the status of such negotiations. So long as the Company is in compliance with Sections 7.04(c), 7.04(d), 7.04(f) and 7.09, Saw Mill, Merger Sub 111 and Parent shall use commercially reasonable efforts to satisfy the requirements of the Commitment Letters and to obtain the funding contemplated by and on the terms contained in the Commitment Letters, or if any of the Commitment Letters is terminated or such funds shall not otherwise be available, use commercially reasonable efforts to obtain an alternative source of financing, in each case, on financial and other terms no less favorable than those set forth in the respective Commitment Letters or to the extent not set forth therein, on terms reasonably acceptable to Saw Mill, Merger Sub and Parent. Following the date hereof, any amendment, termination, cancellation 34 107 or modification of any Commitment Letter or any information known to Merger Sub which makes it unlikely to obtain the financing on the terms set forth in the Commitment Letters, shall be promptly disclosed to the Special Committee; provided, that Merger Sub shall consult with the Company Financial Advisor with respect to any such amendment or modification.