Common use of Financing Matters Clause in Contracts

Financing Matters. GPI and certain of its Subsidiaries are party to the Existing Credit Agreement. GPI furnished the Transferor with true, correct and complete copies of the executed commitment letter, dated as of the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfied.

Financing Matters. Transferor has furnished Parent, Issuer and GPI and certain of its Subsidiaries are party to the Existing Credit Agreement. GPI furnished the Transferor with true, correct and complete copies of the executed debt commitment letter, dated as of the date hereof, among Transferor, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BNP Paribas and BNP Paribas Securities Corp. with respect to certain amendments to the Existing Credit Agreement as $660,000,000 of indebtedness described therein (the “AmendmentAssumed Financing”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the ClosingAssumed Financing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Assumed Financing Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Assumed Financing Documents have Commitment Letter has not been amended, restated, supplemented or modified since the delivery of the executed Amendment Assumed Financing Commitment Letter to the Transferor. There are no side letters or other Contracts related to the Financing DocumentsAssumed Financing, other than as expressly set forth therein. The Amendment Assumed Financing Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment commitments and other fees required to be paid under the Assumed Financing Documents Commitment Letter prior to the date hereof have been paid in full. After giving effect The conditions to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI availability of the Transactions will not result Assumed Financing are set forth in a violation or breach ofthe Assumed Financing Commitment Letter. Assuming the conditions set forth in the Assumed Financing Commitment Letter are satisfied at the Closing, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent Transferor does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter Assumed Financing will not be satisfied.

Financing Matters. GPI Each of Parent, Merger Sub and certain of its Subsidiaries are party to the Existing Credit Agreement. GPI furnished the Transferor with true, correct respective Guarantors jointly and complete copies of the executed commitment letter, dated as of severally covenants and agrees that if between the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by Closing they at any time believe there is a reasonable possibility that they collectively will not have sufficient funds to timely and fully perform their respective obligations hereunder, including payment in full of the Merger Consideration and all other payments contemplated hereby (such circumstance a “Funding Shortfall”), then the Guarantors, Parent and Merger Sub (a) shall provide prompt written notice of such Funding Shortfall to the Company in the manner provided in Section 7.2, setting forth in reasonable detail the nature and extent of the Funding Shortfall and the proposed resolution thereof, and (b) shall promptly and diligently use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange for financing (the “Alternative Financing”) in an amount sufficient to remedy the Funding Shortfall as promptly as reasonably practicable, such that the Guarantors, Parent and Merger Sub will be able to timely consummate the Merger and fully perform their respective obligations hereunder without material delay. If Parent, Issuer and GPI Merger Sub or the Guarantors seek or will be relying on Alternative Financing to provide the funds necessary to consummate the Merger or any other transactions contemplated by this Agreement, Parent shall keep the Company and the performance Special Committee reasonably informed of the status of such Alternative Financing efforts, including providing copies of all commitment papers or other documentation relating to such Alternative Financing as promptly as reasonably practicable after they become available to Parent, Issuer Merger Sub, any Guarantor, or any of their respective agents, advisors or representatives. Notwithstanding the foregoing, Parent, Merger Sub and GPI’s the respective Guarantors acknowledge and agree that their respective obligations hereunder and thereunderare not subject to any financing condition or contingency, and the consummation by Parentregardless of whether they require, Issuer and GPI of the Transactions will not result in a violation seek or breach of, constitute (with or without due notice or lapse of time or both) a default underare able to obtain any Alternative Financing, or give rise to any right of termination, cancellation the terms or acceleration of any of the terms, conditions availability (or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfiedunavailability) thereof.

Financing Matters. GPI (a) Parent will use its reasonable best efforts to arrange and certain of its Subsidiaries are party obtain the Debt Financing, if necessary, at or prior to the Existing Credit Agreement. GPI furnished Closing on the Transferor with trueterms and conditions described in the Debt Commitment Letter, correct and complete copies and, without the Company’s prior written consent, will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the executed commitment letterDebt Financing as provided in the Debt Commitment Letter below the Required Amount, dated as or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, in each case, to the receipt by Parent at or prior to the closing of the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (Debt Financing; provided, however, that provisions in Parent, Holdco, Rooster Merger Sub and Parent Merger Sub may (x) amend the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Debt Commitment Letter to Transferor. There are no side letters add creditworthy lenders, lead arrangers, bookrunners, syndication agents or other Contracts related to similar entities who had not executed the Financing Documents, other than as expressly set forth therein. The Amendment Debt Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereofof this Agreement if the addition of such parties, that any individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Debt Financing or the Closing or (y) otherwise amend or replace the Debt Commitment Letter so long as (A) such amendment does not impose terms or conditions that would reasonably be expected to delay or prevent the Closing, (B) the terms do not reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount and (C) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letter as permitted by the proviso to the Amendment as set forth in immediately preceding sentence, the Amendment financing under such amended or replaced Debt Commitment Letter will not be satisfied.deemed to be “Debt Financing” as such term is used in this Agreement. Parent shall promptly notify the Company if, at any time prior to the Closing Date, (i) the Debt Commitment Letter shall expire or be terminated for any reason, (ii) any Financing Source that is a party to the Debt Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent or that Parent is in breach thereof or (iii) for any reason Parent no longer believes in good faith that it will be able to obtain an aggregate amount of the Debt Financing as provided in the Debt Commitment Letter of at least the Required Amount. Parent will use its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith), (ii) satisfy when required by the Debt Commitment Letter as in effect on the date of this Agreement all conditions in the Debt Commitment Letter applicable to Parent, Holdco, Rooster Merger Sub and Parent Merger Sub to obtaining the Debt Financing at or prior to the Closing, (iii) negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on terms and conditions consistent in all material respects with the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms hereof and thereof and within the

Financing Matters. GPI (a) Parent will use its reasonable best efforts to arrange and certain of its Subsidiaries are party obtain the Debt Financing, if necessary, at or prior to the Existing Credit Agreement. GPI furnished Closing on the Transferor with trueterms and conditions described in the Debt Commitment Letter, correct and complete copies and, without the Company’s prior written consent, will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the executed commitment letterDebt Financing as provided in the Debt Commitment Letter below the Required Amount, dated as or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, in each case, to the receipt by Parent at or prior to the closing of the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (Debt Financing; provided, however, that provisions Parent, Holdco, Rooster Merger Sub and Parent Merger Sub may (x) amend the Debt Commitment Letter to add creditworthy lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement if the addition of such parties, individually or in the fee aggregate, would not reasonably be expected to delay or engagement letter relating solely prevent the consummation of the Debt Financing or the Closing or (y) otherwise amend or replace the Debt Commitment Letter so long as (A) such amendment does not impose terms or conditions that would reasonably be expected to fees delay or prevent the Closing, (B) the terms do not reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount and economic (C) with respect to replacements, the replacement debt commitments otherwise satisfy the terms (other than covenants) agreed to and conditions of Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letter as permitted by the parties proviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letter will be deemed to be “Debt Financing” as such term is used in this Agreement. Parent shall promptly notify the Company if, at any time prior to the Closing Date, (i) the Debt Commitment Letter shall expire or be terminated for any reason, (ii) any Financing Source that is a party to the Debt Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent or that Parent is in breach thereof or (iii) for any reason Parent no longer believes in good faith that it will be able to obtain an aggregate amount of the Debt Financing as provided in the Debt Commitment Letter of at least the Required Amount. Parent will use its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith), (ii) satisfy when required by the Debt Commitment Letter as in effect on the date of this Agreement all conditions in the Debt Commitment Letter applicable to Parent, Holdco, Rooster Merger Sub and Parent Merger Sub to obtaining the Debt Financing at or prior to the Closing, (iii) negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on terms and conditions consistent in all material respects with the Debt Commitment Letter (as such terms and conditions may be redacted (none of which redacted provisions will adversely affect modified or adjusted in accordance with the availability of, or impose additional conditions on, terms hereof and thereof and within the availability limits of the Amendment “market flex” provisions set forth in the Fee Letters) at or prior to the Closing)) Closing (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” anddefinitive agreements, together with the Existing Credit AgreementDebt Commitment Letter, the “Financing DocumentsAgreements”). As , (iv) upon satisfaction of the date hereofconditions contained in the Debt Commitment Letter, consummate the Debt Financing Documents have not been amended, restated, supplemented at or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid Closing and (v) in fullthe event of a failure to fund by Financing Sources in accordance with the Debt Commitment Letter that prevents, impedes or delays Closing, enforce its rights under the Debt Commitment Letter with respect thereto. After giving effect to Upon the Amendmentreasonable request of the Company, Parent will keep the execution and delivery Company reasonably informed on a reasonably timely basis of this Agreement and any material developments in the Transaction Agreements by the Parent, Issuer and GPI and the performance status of Parent, Issuer ’s and GPIMerger Sub’s obligations hereunder and thereunder, and efforts to arrange the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfiedDebt Financing.

Financing Matters. GPI If an Obligor becomes subject to any Insolvency Proceeding, and certain of its Subsidiaries are party if the Senior Lender desires to consent (or not object) to the Existing Credit Agreement. GPI furnished sale, use or lease of cash or other collateral under the Transferor with true, correct and complete copies of Bankruptcy Code or otherwise to provide financing to such Obligor under the executed commitment letter, dated as of the date hereof, with respect Bankruptcy Code or otherwise or to certain amendments consent (or not object) to the Existing Credit Agreement as described therein provision of such financing to such Obligor by any third party (a “DIP Financing”), then the “Amendment”Junior Lender agrees that (i) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in to the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by extent the parties may be redacted (none aggregate principal amount of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (loans outstanding under any such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, DIP Financing together with the Existing Credit Agreementaggregate outstanding principal amount of the pre-petition Senior Obligations does not exceed 110% of the aggregate outstanding principal amount of the Senior Obligations immediately prior to the commencement of the Insolvency Proceedings (the "DIP Cap"), such DIP Financing (and any Senior Obligations not in excess of the Maximum Senior Principal Amount which arose prior to the Insolvency Proceeding) may be secured by Liens on all or a part of the assets of such Obligor which shall be superior in priority to the Liens on the assets of such Obligor held by any other Person, (ii) notice received three (3) Business Days prior to the entry of an interim order approving such DIP Financing and notice received fourteen (14) calendar days prior to entry of a Final Order approving such DIP Financing, shall be adequate notice, (iii) so long as the aggregate principal amount of such DIP Financing does not exceed the DIP Cap, the “Junior Lender will not request or accept adequate protection or any other relief in connection with such DIP Financing Documents”). As except as set forth in Section 4(d) below, (iv) to the extent the aggregate principal amount such DIP Financing does not exceed the DIP Cap, the Junior Lender will subordinate (and will be deemed hereunder to have subordinated) the Liens securing the Junior Obligations (A) to the Liens securing such DIP Financing (the "DIP Liens") on the same terms (but on a basis junior to the Liens of the date hereofSenior Lender) as the Liens of the Senior Lender are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (B) to any "replacement Lien" granted to the Senior Lender as adequate protection of its interests in the Collateral (the "Senior Adequate Protection Lien"), provided that, to the extent the aggregate principal amount such DIP Financing is in excess of the DIP Cap, such excess amount shall be subordinated to the Junior Obligations and (v) subject to Section 4(d) below, the Financing Documents Junior Lender shall not contest or oppose in any manner any adequate protection provided to the Senior Lender as adequate protection of its interests in the Collateral, or any DIP Financing, and shall be deemed to have not been amendedwaived any objections to such adequate protection, restatedor DIP Financing, supplemented or modified since the delivery including, without limitation, any objection alleging such Obligor’s failure to provide "adequate protection" of the executed Amendment Commitment Letter interests of the Junior Lender in the Collateral, provided, for purposes of the consents and limitations set forth in clauses (i) through (v) of this Section, that the DIP Financing does not by its express terms require such Obligor to Transferor. There are no side letters (x) propose a specific plan of reorganization, or other Contracts related to the Financing Documents(y) sell substantially all of such Obligor’s assets, other than as expressly set forth thereina result of and after the occurrence of an event of default under such DIP Financing. The Amendment Commitment Letter It is understood and agreed that the foregoing provisions of this Section 4(b) shall not subject limit the right of the Junior Lender to object to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the motion regarding DIP Financing Documents prior but only (x) to the date hereof have been paid in full. After giving effect to extent that the Amendment, DIP Financing contravenes the execution and delivery requirements of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default underSection 4(b), or give rise to any right of termination, cancellation or acceleration of any of (y) such objection is based upon the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfiedJunior Lender’s rights under Section 4(j).

Financing Matters. GPI If the Issuer or any Guarantor shall be subject to any Insolvency or Liquidation Proceeding and certain of its Subsidiaries are party to the Existing Credit Agreement. GPI furnished the Transferor with trueFacility Collateral Agent, correct and complete copies on behalf of the executed commitment letterCredit Facility Lenders, dated as shall desire to permit the use of cash collateral under Section 363 of Title 11 of the date hereof, with respect United States Code or any similar Bankruptcy Law or to certain amendments permit the Issuer or any Guarantor to obtain financing under Section 364 of Title 11 of the Existing Credit Agreement as described therein United States Code or any similar Bankruptcy Law (the “AmendmentDIP Financing”) in an aggregate outstanding principal amount (excluding Specified Letters of Credit, Credit Facility Hedging Obligations, Credit Facility Cash Management Obligations and all contractsany capitalization of interest and fees on such principal amount that did not initially exceed the Maximum Credit Facility Principal Amount) that, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, when taken together with the Existing aggregate outstanding principal amount of the Credit Facility Claims, does not exceed the Maximum Credit Facility Principal Amount, so long as the Notes Collateral Agent receives adequate protection in the form of a replacement Lien on the DIP Financing collateral (but only to the extent that the Credit Facility Collateral Agent concurrently receives adequate protection in the form of a replacement lien on the DIP Financing collateral), which Lien of the Notes Collateral Agent shall be subordinated to the Liens securing the Credit Facility Claims (including any replacement lien in favor of the Credit Facility Collateral Agent) and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens on the Collateral secure the Indenture Obligations and the Pari Passu Payment Lien Obligations are so subordinated to the Liens thereon that secure the Credit Facility Claims under this Agreement, then until the “Financing Documents”). As Discharge of the date hereofCredit Facility Claims has occurred, the Notes Collateral Agent, on behalf of itself and the other Secured Parties, agrees that it will raise no objection, and shall be deemed to consent, to such use of cash collateral or DIP Financing Documents have and will not been amended, restated, supplemented request adequate protection or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or any other Contracts related relief in connection therewith (except to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth thereinextent solely provided above in this Section 6.1), and is will subordinate its Liens in full force the Collateral to such DIP Financing (and effect. All commitment all Obligations relating thereto) on the same basis as the Liens on the Collateral that secure the Indenture Obligations and other fees required the Pari Passu Payment Lien Obligations are subordinated to be paid the Liens thereon that secure the Credit Facility Claims under the Financing Documents this Agreement, and agrees that notice received two (2) calendar days prior to the date hereof have been paid in fullentry of an order approving such usage of cash collateral or approving such DIP Financing on an interim basis shall be adequate notice. After giving effect The Notes Collateral Agent, on behalf of itself and the other Secured Parties, taken as a whole (and for the avoidance of doubt, not individually), agrees that it will not provide or seek (or support any other Person seeking) to provide DIP Financing to the AmendmentIssuer or any Guarantor so long as the Credit Facility Collateral Agent, the execution and delivery on behalf of this Agreement and the Transaction Agreements by the Parentone or more groups of Credit Facility Lenders, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI shall desire to provide such DIP Financing which satisfies each of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfiedrequirements listed above.

Financing Matters. GPI If any INMETCO Company shall be subject to any Insolvency or Liquidation Proceeding and certain the INMETCO Agent shall desire to permit the use of its Subsidiaries are party cash collateral under Section 363 of Title 11 of the United States Code or any similar Bankruptcy Law or to permit any INMETCO Company to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (“DIP Financing”) in an aggregate principal amount that when taken together with the aggregate principal amount of Indebtedness then outstanding under the Credit Agreement does not exceed the Maximum Credit Facility Principal Amount, then the Collateral Agent, on behalf of itself, the Trustee and the other Indenture Holders, agrees that it will raise no objection to such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the Existing Credit extent permitted by Section 6.3) and, to the extent the Liens securing the INMETCO Facility Claims are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the INMETCO Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the Liens on the INMETCO Collateral that secure the Indenture Obligations are subordinated to the Liens thereon that secure the INMETCO Facility Claims under this Agreement. GPI furnished , and agrees that notice received three (3) Business Days prior to the Transferor with trueentry of an order approving such usage of cash collateral or approving such financing on an interim basis shall be adequate notice; provided that the Collateral Agent, correct the Trustee and complete copies the other Indenture Holders retain the right to (i) object to any ancillary agreements or arrangements regarding cash collateral use or the DIP Financing relating to any provision or content of plan of reorganization or similar dispositive restructuring plan that are materially prejudicial to the interests of the executed commitment letterIndenture Holders, dated as (ii) object to any DIP Financing relating to any provision or content of the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee a plan of reorganization or engagement letter relating solely to fees and economic terms similar dispositive restructuring plan (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is extent requiring repayment in full force and effect. All commitment and of such DIP Financing) or (iii) propose any other fees required DIP Financing to be paid under such INMETCO Company or the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfiedbankruptcy court.

Financing Matters. GPI (a) Parent shall, and certain of shall cause its Subsidiaries Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the Financing contemplated by the Commitment Letters so that the funds contemplated thereby are party available on the terms and conditions set forth in the Commitment Letters as promptly as practicable but in any event no later than the Closing Date, including using reasonable best efforts to (i) comply with and maintain in full force and effect the Financing and the Commitment Letters, in each case in accordance with the terms and subject to the Existing Credit Agreement. GPI furnished conditions thereof until the Transferor with true, correct and complete copies funding of the executed commitment letterFinancing, dated as of the date hereof, (ii) negotiate and enter into definitive financing agreements with respect to certain amendments the Financing on the terms and conditions (including any “flex” provisions) contained in the Commitment Letters so that such agreements are in effect as promptly as practicable but in any event no later than the Closing Date (which definitive financing agreements shall not (1) reduce the amounts to be funded under the Existing Credit Agreement as described therein Financing (including by changing the amount of fees to be paid or original issue discount) from that contemplated in the Financing Commitment Letter (including the “Amendment”) and all contracts, flex provisions” of the fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions letter included in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Debt Commitment Letter” and), below, together with the Existing Credit AgreementEquity Financing or the Debt Financing (as applicable), the “Required Financing Documents”). As Amount on the Closing Date, (2) amend, modify or supplement the conditions precedent to the Financing in a manner that makes it materially less likely the Financing will be funded or imposes new or additional conditions precedent to the receipt of the date hereofFinancing, or (3) otherwise delay funding in any non de minimis respect of the Financing Documents have not been amended, restated, supplemented or modified since the delivery make funding of the executed Amendment Financing less likely to occur at the Closing, (iii) satisfy as promptly as practicable and on a timely basis all conditions to the Financing contemplated by the Commitment Letter and the definitive agreements relating to the Financing within Parent’s and its Affiliates’ control, (iv) accept to the fullest extent all “market flex” contemplated by the Debt Commitment Letter to Transferorthe extent required by the Debt Commitment Letter and (v) enforce its rights under the Debt Commitment Letter in the event of a breach by the Lenders under the Debt Commitment Letter or the definitive agreements entered into pursuant thereto relating to the Debt Financing that would be reasonably likely to impede or delay the Closing in any non de minimis respect. There are Parent shall provide to the Company copies of all documents (including all fee letters and engagement letters but excluding provisions thereof related to fees, pricing, market flex provisions, customary threshold amounts and any other provisions as reasonably required by the Lenders, which may be redacted so long as no side letters or other Contracts related redaction covers terms that would adversely affect the aggregate principal amount committed thereunder) relating to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is shall keep the Company reasonably informed of material developments in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI respect of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfiedfinancing process relating thereto.

Financing Matters. GPI Without limiting the generality of Buyer’s obligations under Section 8F, Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and certain of its Subsidiaries are party to do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letters, including using commercially reasonable efforts to (i) maintain in effect the commitment for the Financing set forth in the Commitment Letters, (ii) negotiate definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letters or, to the Existing Credit Agreementextent the financing contemplated by the Commitment Letters is not available to Buyer, on other terms not materially less favorable to Buyer and (iii) satisfy on a timely basis all conditions in such Commitment Letters applicable to Buyer and its Affiliates that are within their control. GPI furnished In the Transferor with true, correct and complete copies of the executed commitment letter, dated as of the date hereof, with respect to certain amendments event that all conditions to the Existing Credit Agreement as described therein (commitment of any counterparty to the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms Commitment Letters providing such Financing (other than covenantsconditions relating to (a) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration funding of any of the terms, conditions Equity Financing or provisions the failure of any equity funding condition of similar effect in the Debt Commitment Letter, (b) the failure to deliver documents by Buyer, any Equity Sponsor or any of their respective Affiliates at the Closing, (c) the failure to pay costs, fees, expenses and other compensation contemplated by the Commitment Letters or related letters (including the Fee Letter) payable by Buyer (or other borrower thereunder), any Equity Sponsor or any of their respective Affiliates to the lead arrangers, other lenders and administrative agents or any other Person, or (d) a breach in any material respect by Buyer (or other borrower thereunder), any Equity Sponsor or any of their Affiliates under the Commitment Letters or related letters) have been satisfied, Buyer shall use its commercially reasonable efforts to cause the lenders and the other Persons providing such Financing to fund when required hereunder the Financing required to consummate the transactions contemplated hereby (including by taking enforcement action to cause such lenders and the other Persons providing such Financing to fund such Financing). If any portion of the Existing Credit Agreement Debt Financing becomes unavailable on the terms and conditions contemplated in the GPI Indentures. Parent does not have Knowledge, as Debt Commitment Letter for reasons other than (x) the occurrence of an Enterprise Gxxxx Xxxxxxxx Adverse Effect or (y) the date hereof, that any actual or reasonably anticipated failure of the conditions to the Amendment as Closing set forth in Section 2A to be satisfied or the Amendment actual or reasonably anticipated failure by Seller to satisfy the conditions to Closing set forth in Section 2B, then Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing in an amount at least sufficient to consummate the transactions contemplated by this Agreement from alternative sources on terms not materially less favorable to Buyer as promptly as practicable following the occurrence of such event but no later than the Business Day immediately prior to the Termination Date (the “Alternative Financing”). Buyer shall give Seller prompt notice of any material breach by any party to the Commitment Letter will not be satisfiedLetters of which Buyer becomes aware or any termination of the commitments under the Commitment Letters. Buyer shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange the Financing.

Financing Matters. GPI Buyer shall comply with its obligations under the Debt Commitment Letter and certain of shall use its Subsidiaries are party reasonable efforts to consummate the Existing Credit Agreement. GPI furnished Debt Financing on the Transferor with trueterms and conditions described in the Debt Commitment Letter, correct and complete copies of the executed commitment letter, dated as of the date hereof, including using its reasonable efforts to (i) negotiate definitive agreements with respect to certain amendments the Financing on the terms and conditions contained in the Debt Commitment Letter and (ii) satisfy all conditions to the Existing Credit Agreement as described therein (Debt Financing to the “Amendment”) extent the satisfaction of such conditions is within the control of Buyer. If any portion of the Debt Financing becomes unavailable on the terms and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions conditions contemplated in the fee Debt Commitment Letter, Buyer will seek in good faith to arrange to obtain such portion from alternative sources on terms and conditions that are equivalent or engagement letter relating solely more favorable to fees Buyer as promptly as practicable. Subject to the satisfaction by Seller of its obligations pursuant to Section 5.02, the conditions set forth in Section 10.01 and economic terms 10.02 (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the ClosingSection 10.02(e)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as funding set forth in the Amendment Debt Commitment Letter (other than conditions the nonsatisfaction of which is solely the result of the failure of the Equity Financing to be consummated), Buyer will draw down on the Bridge Loans, the Senior Bridge Loans and the Senior Subordinated Bridge Loans (in each case, as defined in the Debt Commitment Letter) if adequate funding has not been obtained through the issuance of the Subordinated Notes and the Notes (in each case, as defined in the Debt Commitment Letter) and the senior secured portion of the Debt Financing, in each case, as necessary to enable the Debt Financing to be funded on or prior to the later of (A) May 31, 2006 and (B) the earlier of (1) June 30, 2006 and (2) the 30th day after the first date on which both (x) Seller shall have provided Buyer with all financial information reasonably necessary to complete an offering memorandum for the Subordinated Notes and Notes financing (it being understood that such requirement shall not be satisfied if such information would go “stale” within such 30-day period) and (y) the conditions set forth in Section 10.01(a), 10.01(b), 10.01(c), 10.02(b) and 10.02(c) have been satisfied and the parties reasonably expect that the condition set forth in Section 10.01(e) will be satisfied within 30 days. Buyer will give Seller prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. To the extent reasonably requested by Seller, Buyer will keep Seller informed on a current basis in reasonable detail of the status of its efforts to consummate the Financing. Buyer will not agree to any material amendment or modification to, or grant or seek any waiver under, the Debt Commitment Letter without first consulting with Seller and, if such amendment, modification or waiver would or would reasonably be satisfiedexpected to adversely affect or delay in any material respect Buyer's ability to consummate the Debt Financing or the Closing, receiving Seller's prior written consent.

Financing Matters. GPI Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and certain to do, or cause to be done, all things necessary or advisable to arrange, obtain and consummate the Debt Financing no later than the date the Closing is required to be effected in accordance with this Agreement, including using reasonable best efforts to (a) maintain in effect the commitments for the Debt Financing contemplated by the Debt Letters in accordance with their terms, (b) satisfy (or, if deemed advisable by Buyer, to obtain the waiver of) on a timely basis all conditions to obtaining the applicable Debt Financing, (c) negotiate and enter into definitive agreements with respect thereto consistent with the terms and conditions described in the Debt Letters (and any flex provisions in the Fee Letter) or on terms and conditions not less favorable to Buyer with respect to conditionality at or prior to the Closing Date than the terms and conditions contained in the Debt Letters so long as such terms shall not reduce the aggregate amount of the Debt Financing below the amount required (together with other reasonably available financial resources of Buyer and its Subsidiaries are Subsidiaries, including cash on hand of Buyer and its Subsidiaries) to pay the aggregate consideration and other amounts payable by Buyer on the Closing Date, to refinance any indebtedness required to be refinanced in connection with the Transactions and to pay all Transaction Expenses to be borne by Buyer in connection with this Agreement on the Closing Date, (d) enforce its rights under the Debt Letters, and (e) in the event that all conditions to the Debt Financing have been satisfied or waived (and that the funding of such Debt Financing is necessary to pay the aggregate consideration payable by Buyer on the Closing Date, to refinance any indebtedness required to be refinanced in connection with the Transactions and to pay all Transaction Expenses to be borne by Buyer in connection with this Agreement on the Closing Date), cause the lenders and other Persons providing Debt Financing to fund on the Closing Date the Debt Financing, if and to the extent necessary for the foregoing purposes. Without limiting the generality of the foregoing, prior to the Closing, Buyer shall give Seller reasonably prompt notice (and in any event, within three (3) Business Days) (i) of any material breach or default related to the Debt Financing of which Buyer becomes aware, (ii) of the receipt or delivery of any written notice or other written communication, in each case from any Person party to the Existing Credit Agreement. GPI furnished the Transferor with true, correct and complete copies Debt Letters (or any Affiliate of the executed commitment letter, dated as of the date hereof, such Person) with respect to certain amendments (1) any actual or potential breach, default, termination, or repudiation by any party to the Existing Credit Agreement as described therein Debt Letters with respect to the obligation to fund the Debt Financing or (2) any material dispute or disagreement between or among parties to any of the “Amendment”Debt Letters with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Closing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Letters), (iii) and all contracts, fee letters, engagement letters and other arrangements associated of the expiration or termination for any reason of the Debt Letters or any definitive documentation with respect to the Debt Financing entered into in connection therewith (providedor if any Person party thereto attempts or purports in writing to terminate the Debt Letters or any definitive agreements entered into in connection therewith, howeverwhether or not such attempted or purported termination is valid), and (iv) if at any time for any reason Buyer believes in good faith that provisions all or any portion of the Debt Financing is unavailable on the terms and conditions contemplated by any of the Debt Letters. In connection with any notice thereof, Buyer shall promptly provide information reasonably requested by Seller relating to any circumstance referred to in clause (i), (ii), (iii), or (iv) of the fee or engagement letter relating solely to fees and economic terms immediately preceding sentence (other than covenantsinformation to the extent that the provision thereof would violate or waive any attorney-client or other privilege, constitute attorney work product or violate or contravene any law, rule or regulation, or any obligation of confidentiality). Prior to the Closing, without the prior written consent of Seller, Buyer shall not agree to, or permit, any amendment, modification, supplement, termination, replacement or waiver under, the Debt Letters or definitive documentation relating to the Debt Financing; provided that Buyer shall have the right from time to time to amend, supplement, modify, terminate, waive, replace or extend the Debt Letters or definitive documentation with respect to the Debt Financing so long as such amendment, modification, supplement, termination, waiver, extension or replacement would not reasonably be expected to (A) agreed reduce the amounts available to be funded under the Debt Financing on the Closing Date below the amount required (together with other reasonably available financial resources of Buyer and its Subsidiaries, including cash on hand of Buyer and its Subsidiaries) to pay the aggregate consideration and other amounts payable by Buyer on the parties may Closing Date, to refinance any indebtedness required to be redacted refinanced in connection with the Transactions and to pay all Transaction Expenses to be borne by Buyer in connection with this Agreement on the Closing Date, or (none of which redacted provisions will adversely affect the availability ofB) expand on, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfied.new or