Common use of Financing and Financing Cooperation Clause in Contracts

Financing and Financing Cooperation. (a) Parent and Merger Sub shall use their commercially reasonable efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Financing contemplated by the Commitment Letters on or prior to the Closing Date on the terms and conditions described in the Commitment Letters, including to: (i) maintain in effect the Commitment Letters and any Definitive Financing Agreements in accordance with their terms until the funding of the Financing to the Parent on the Closing Date; (ii) satisfy on a timely basis all conditions to the funding of the Financing set forth in the Commitment Letters and the Definitive Financing Agreements applicable to Parent or one or more of its Affiliates that are within its control; (iii) negotiate and enter into definitive debt financing agreements on the terms and conditions contemplated by the Debt Commitment Letter (including, if necessary, any “flex” provisions) (the “Definitive Debt Financing Agreements”) and definitive equity financing agreements on the terms and conditions contemplated by the Equity Commitment Letter (the “Definitive Equity Financing Agreements” and together with the Definitive Debt Financing Agreements, the “Definitive Financing Agreements”); and (iv) subject to the satisfaction or waiver of the Financing Conditions, cause the Debt Financing Sources and Equity Investor, as applicable, to consummate the Financing, and fund the amounts thereunder on the Closing Date. Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the Financing. Parent shall give the Company prompt written notice after the occurrence of any of the following: (A) any material breach or material default by any party to the Commitment Letters or definitive agreements related to the Financing of which Parent becomes aware; (B) the receipt by Parent or Merger Sub of any written notice or written communication from the Equity Investor or any Debt Financing Source with respect to any breach, default, termination or repudiation by any party to a Commitment Letter or any definitive agreements related to the Financing of any provisions of any Commitment Letter or such definitive agreements; (C) if for any reason, Parent or Merger Sub at any time believes it will not be able to obtain all or any portion of the Financing in an amount sufficient to consummate the Offer, the Merger and the other transactions contemplated by this Agreement; and (D) any fact, change, event or circumstance that would prevent or materially delay or impede the consummation of the Offer, the Merger or the Debt Financing contemplated by the Debt Commitment Letter. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied and Parent is required to consummate the Closing pursuant to Section 1.4, Parent shall use its commercially reasonable efforts to cause each Debt Financing Source and shall cause the Equity Investor to fund its respective committed portion of the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date.

Financing and Financing Cooperation. (a) Parent and Merger Sub Purchaser shall use their commercially reasonable best efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, advisable or proper to arrange and obtain the proceeds of the Financing contemplated by the Commitment Letters on at or prior to the Closing Date Effective Time on the terms (including, as necessary, the flex provisions contained in any related fee letters) and conditions described in the Commitment Letters, including toby: (i) maintain maintaining in effect the Commitment Letters and any Definitive Debt Financing Agreements in accordance and complying with their terms until the funding of the Financing to the Parent on the Closing Dateits obligations thereunder; (ii) satisfy on a timely basis all conditions to the funding of the Financing set forth in the Commitment Letters negotiating and the Definitive Financing Agreements applicable to Parent or one or more of its Affiliates that are within its control; (iii) negotiate and enter entering into definitive debt financing agreements on the terms and conditions contemplated by the Debt Commitment Letter (including, if necessary, any “flex” provisionsflex provisions contained in any related fee letters) (the “Definitive Debt Financing Agreements”); and (iii) satisfying on a timely basis all conditions, within the control of Parent and definitive equity financing agreements on Purchaser, to the terms funding of the Financing set forth in the Commitment Letters and conditions contemplated by the Equity Commitment Letter (the “Definitive Equity Financing Agreements” and together with the Definitive Debt Financing Agreements, the “Definitive Financing Agreements”); Agreements and (iv) subject to the satisfaction or waiver complying with their obligations thereunder. Each of the Financing Conditions, cause the Debt Financing Sources Parent and Equity Investor, as applicable, to consummate the FinancingPurchaser shall comply with its obligations, and fund the amounts thereunder on the Closing Date. Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of enforce its efforts to arrange the Financing. Parent shall give the Company prompt written notice after the occurrence of any of the following: (A) any material breach or material default by any party to rights, under the Commitment Letters or definitive agreements related to the Financing of which Parent becomes aware; (B) the receipt by Parent or Merger Sub of any written notice or written communication from the Equity Investor or any and Definitive Debt Financing Source with respect to any breach, default, termination or repudiation by any party to Agreements in a Commitment Letter or any definitive agreements related to timely and diligent manner. Without limiting the Financing of any provisions of any Commitment Letter or such definitive agreements; (C) if for any reason, Parent or Merger Sub at any time believes it will not be able to obtain all or any portion generality of the Financing foregoing, in an amount sufficient to consummate the Offer, the Merger and the other transactions contemplated by this Agreement; and (D) any fact, change, event or circumstance that would prevent or materially delay or impede the consummation of the Offer, the Merger or the Debt Financing contemplated by the Debt Commitment Letter. In the event that all conditions contained in the any Commitment Letters or the Definitive Debt Financing Agreements (other thanthan the consummation of the Acquisition and those conditions that by their nature are to be satisfied on the Closing Date or, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied satisfied, each of Parent and Parent is required to consummate the Closing pursuant to Section 1.4, Parent shall use its commercially reasonable efforts to cause each Debt Financing Source and Purchaser shall cause the Financing Parties and Equity Investor Investors party thereto to comply with their respective obligations thereunder, including to fund its respective committed portion of the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. Parent shall keep the Company informed on a regular and current basis and in reasonable detail of the status of its efforts to arrange the Financing contemplated by the Commitment Letters and any other financing and shall give the Company prompt notice of (x) any fact, change, event or circumstance that is reasonably likely to have, individually or in the aggregate, an adverse impact on the Financing contemplated by the Commitment Letters and (y) any actual or threatened breach, default, cancellation, termination or repudiation by any party to the Commitment Letters or Definitive Debt Financing Agreements of which Parent or Purchaser has become aware and shall deliver to the Company copies of any written notice or other written communication from any Financing Party, Equity Investor or other financing source of any such actual or threatened breach, default, cancellation, termination or repudiation.

Financing and Financing Cooperation. (a) Parent and Merger Sub Buyer shall use their its commercially reasonable efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Debt Financing contemplated by the Debt Commitment Letters Letter on or prior to the Closing Date on the terms and conditions described in the Debt Commitment LettersLetter, including to: (i) maintain in effect the Debt Commitment Letters Letter and any Definitive Financing Agreements in accordance with their terms until the funding of the Debt Financing to the Parent Granite Holdings and/or its Subsidiaries on the Closing Date; (ii) satisfy on a timely basis all conditions to the funding of the Debt Financing set forth in the Debt Commitment Letters Letter and the Definitive Financing Agreements applicable to Parent Buyer or one or more of its Affiliates that are within its control; (iii) negotiate and enter into definitive debt financing agreements on the terms and conditions contemplated by the Debt Commitment Letter and the Fee Letter (including, if necessary, any “flex” provisions) (the “Definitive Debt Financing Agreements”) and definitive equity financing agreements on the terms and conditions contemplated by the Equity Commitment Letter (the “Definitive Equity Financing Agreements” and together with the Definitive Debt Financing Agreements, the “Definitive Financing Agreements”); and (iv) subject to the satisfaction or waiver of the Financing Conditions, cause the Debt Financing Sources and Equity Investor, as applicable, to consummate the Debt Financing, and fund the amounts thereunder on the Closing Date. Parent Buyer shall keep the Company Seller Representative reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Parent Buyer shall give the Company Seller Representative prompt written notice after the occurrence of any of the following: (A) any material breach or material default by any party to the Debt Commitment Letters Letter or definitive agreements related to the Debt Financing of which Parent Buyer becomes aware; (B) the receipt by Parent or Merger Sub Buyer of any written notice or written communication from the Equity Investor or any Debt Financing Source with respect to any actual or potential breach, default, termination or repudiation by any party to a the Debt Commitment Letter or any definitive agreements related to the Debt Financing of any provisions of any the Debt Commitment Letter or such definitive agreements; (C) if for any reason, Parent or Merger Sub Buyer at any time believes it will not be able to obtain all or any portion of the Debt Financing in an amount sufficient to consummate the Offer, the Merger and the other transactions contemplated by this Agreement; and (D) any fact, change, event or circumstance that would reasonably be expected to prevent or materially delay or impede the consummation of the Offer, the Merger or the Debt Financing contemplated by the Debt Commitment Letter. In the event that all conditions contained in the Debt Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied and Parent Buyer is required to consummate the Closing pursuant to Section 1.4transactions contemplated by this Agreement, Parent Buyer shall use its commercially reasonable efforts to cause each Debt Financing Source and shall cause the Equity Investor to fund its respective committed portion of the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date.

Financing and Financing Cooperation. (a) Parent shall, and Merger Sub shall cause the Borrowers and its and their Subsidiaries and Representatives, in each case to, use their commercially reasonable efforts to take (taking into account the expected timing of the Marketing Period) to take, or cause to be taken) all actions, all actions and to do, do (or cause to be done, ) all things necessary, proper or advisable or proper to arrange and obtain the Financing contemplated by the Commitment Letters on or such that prior to the Closing Date Closing, Parent may consummate the Financing, including by using commercially reasonable efforts to (i) negotiate and enter into definitive agreements with respect to the Financing (the “Financing Documents”) (in each case on the terms and conditions taken as a whole not less favorable than those described in the Commitment LettersLetter on the date hereof); (ii) satisfy (or, including to: if deemed advisable by both Parent and the Company, seek a waiver of) on a timely basis all conditions in any Financing Documents that are within its control and otherwise comply with all of its obligations thereunder; (iiii) maintain in effect the Commitment Letters Letter and any Definitive Financing Agreements Documents until the Financing is consummated or this Agreement is terminated in accordance with their terms until the funding of the Financing to the Parent on the Closing Dateits terms; (iiiv) satisfy on a timely basis assuming that all conditions to the funding of the Financing set forth contained in the Commitment Letters and Letter have been satisfied, consummate the Definitive Financing Agreements applicable to Parent or one or more of its Affiliates that are within its control; (iii) negotiate and enter into definitive debt financing agreements on the terms and conditions contemplated by the Debt Commitment Letter (including, if necessary, any “flex” provisions) (the “Definitive Debt Financing Agreements”) and definitive equity financing agreements on the terms and conditions contemplated by the Equity Commitment Letter (the “Definitive Equity Financing Agreements” and together with the Definitive Debt Financing Agreements, the “Definitive Financing Agreements”)Financing; and (ivv) subject enforce Parent’s rights under the Commitment Letter and/or any Financing Documents (as applicable) in the event of a breach by any counterparty thereto that would reasonably be expected to prevent the satisfaction or waiver refinancing of the Financing ConditionsCompany Credit Agreement, cause Parent Credit Agreement and Company Notes at the Debt Financing Sources and Equity Investor, as applicable, to consummate the Financing, and fund the amounts thereunder on the Closing Date. Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the FinancingClosing. Parent shall give the Company prompt oral and written notice after the occurrence of any of the following: (A) any material breach or material default by any party to the Commitment Letters any Financing Documents or definitive agreements related to the any Alternative Financing (as defined below), in each case of which Parent becomes it has become aware; (B) the receipt by Parent or Merger Sub of , and any written notice or written communication from the Equity Investor or any Debt Financing Source with respect to any breach, default, purported termination or repudiation by any party to a any Financing Documents or any Alternative Financing, in each case of which it has become aware, or upon receipt of written notice of any material dispute or disagreement between or among the parties to any Financing Documents or any Alternative Financing or any Financing Source. Neither Parent, nor any Subsidiary of Parent, shall amend, waive or modify any material provision of the Commitment Letter (or the terms of the Financing referred to therein) without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Furthermore, notwithstanding the foregoing, in no event shall Parent (or any definitive agreements related Subsidiary of Parent) amend, supplement, terminate, waive or otherwise modify the Commitment Letter, in any manner, if such amendment, supplement, termination, waiver or other modification shall (A) reduce (or have the effect of reducing) the aggregate amount of available financing, (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Commitment Letter in a manner that would reasonably be expected to delay or prevent the Closing, (C) shorten the length of any provisions of the commitment period provided in any Commitment Letter or such definitive agreements; and/or (CD) if for any reasonchange the fees, Parent or Merger Sub at any time believes it will not be able to obtain all or interest rates, maturity date and/or eligibility and/or availability criteria, in each case, without the written consent of the Company. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in an amount sufficient any Financing Documents (or such other terms reasonably satisfactory to consummate the Offer, the Merger each of Parent and the other transactions contemplated by this Agreement; Company), each of Parent and (D) any fact, change, event or circumstance that would prevent or materially delay or impede the consummation of the Offer, the Merger or the Debt Financing contemplated by the Debt Commitment Letter. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied and Parent is required to consummate the Closing pursuant to Section 1.4, Parent Company shall use its commercially reasonable efforts to cause each Debt Financing Source promptly arrange to obtain alternative financing in the form of an ABL credit facility (“Alternative Financing”) from alternative sources in an equivalent amount (on terms and shall cause conditions taken as a whole no less favorable to Parent and the Equity Investor to fund its Company (and their respective committed portion Subsidiaries) than the terms and conditions under the Commitment Letter (as in effect on the date hereof)). In such event (except as otherwise set forth herein, and except for purposes of Section ‎5.28), the Financing required to consummate the transactions contemplated by term “Financing” as used in this Agreement shall be deemed to include any Alternative Financing and to pay related fees and expenses on the Closing Date.term “