Common use of Permanent Financing Clause in Contracts

Permanent Financing. (a) The Company will take all actions which, in the reasonable judgment of the Company and the Purchaser, are necessary or desirable to obtain Permanent Financing as soon as practicable through issuance of securities at such interest or dividend rates and terms as are then prevailing for new issues of securities of comparable size and credit rating in the United States capital markets. The amounts to be financed by the Permanent Financing shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the Net Cash Proceeds from the Permanent Financing shall be used, to the extent required, to redeem in full the Notes in accordance with their terms. (b) The Company will enter into such agreements as in the reasonable judgment of the Company and the Purchaser or an Affiliate of the Purchaser are customary in connection with any such Permanent Financing, make such filings, if any, under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939 (if applicable) and state securities laws as in the reasonable judgment of the Company and the Purchaser or such Affiliate of the Purchaser shall be required to permit consummation of such Permanent Financing and take such steps as in the reasonable judgment of the Company and the Purchaser or such Affiliate are necessary to cause such filings to become effective or in the reasonable judgment of the Company and the Purchaser or such Affiliate are otherwise required to consummate such Permanent Financing; provided, however, that the Company will not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which it is not then so qualified to facilitate the Permanent Financing. (c) In the event that all or any portion of the securities issued in the Permanent Financing are issued under circumstances in which a registration statement relating to 39 such securities has not been declared effective by the Commission under the Securities Act, the Company agrees to grant to the purchasers of securities issued in such Permanent Financing registration rights on terms reasonably required by the Purchaser or any Affiliate of the Purchaser.

Permanent Financing. (a) The Company Holdings will, and will cause its Subsidiaries to, take all actions which, in the reasonable judgment of the Company and the PurchaserDLJSC, are necessary or desirable to obtain Permanent Financing as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest or dividend rates and other terms as are then are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the United States capital marketsmarkets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of Permanent Financing on the terms set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The respective amounts to be financed by through bank financing or through the Permanent Financing issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the Net Cash Proceeds proceeds from the Permanent Financing shall be used, used to the extent required, required to redeem in full the Notes in accordance with their terms. (b) The Company Holdings covenants that it will, and will cause its Subsidiaries to, enter into such agreements as in the reasonable judgment of the Company and the Purchaser or an Affiliate of the Purchaser DLJSC are customary in connection with any such the Permanent Financing, make such filings, if any, filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939 (if applicable) 1939, as amended, and state securities laws as in the reasonable judgment of the Company and the Purchaser or such Affiliate of the Purchaser DLJSC shall be required to permit consummation of such the Permanent Financing and take such steps as in the reasonable judgment of the Company and the Purchaser or such Affiliate DLJSC are necessary or desirable to cause such filings to become effective or in the reasonable judgment of the Company and the Purchaser or such Affiliate DLJSC are otherwise required to consummate such Permanent Financing; provided, however, that the Company will not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which it is not then so qualified to facilitate the Permanent Financing. (c) In the event that all or any portion of the securities issued in the Permanent Financing are issued under circumstances in which a registration statement relating to 39 such securities has not been declared effective by the Commission under the Securities Act, the Company agrees to grant to the purchasers of securities issued in such Permanent Financing registration rights on terms reasonably required by the Purchaser or any Affiliate of the Purchaser.

Permanent Financing. (a) The Company will, and will cause its Subsidiaries to, use its best efforts to take all actions which, in the reasonable judgment of the Company and the Purchaser, are necessary or desirable to obtain Permanent Financing (having terms and conditions that have been approved as required pursuant to the Senior Credit Facilities) as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest or dividend rates and other terms as are then are, in the reasonable opinion of the Purchaser, prevailing for new issues of securities of comparable size and credit rating in the United States capital marketsmarkets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties. The respective amounts to be financed by through bank financing or through the Permanent Financing issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the Net Cash Proceeds proceeds from the such Permanent Financing shall be used, used to the extent required, required to redeem in full the Notes in accordance with their terms. (b) The Company covenants that it will, and will cause its Subsidiaries to, use its best efforts to enter into such agreements as in the reasonable judgment of the Company and the Purchaser or an Affiliate of the Purchaser are customary in connection with any such the Permanent FinancingFinancing (having terms and conditions that have been approved as required pursuant to the Senior Credit Facilities), make such filings, if any, filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939 (if applicable) 1939, as amended, and state securities laws as in the reasonable judgment of the Company and the Purchaser or such Affiliate of the Purchaser shall be required to permit consummation of such Permanent Financing and take such steps as in the reasonable judgment of the Company and the Purchaser or such Affiliate are necessary or desirable to cause such filings to become effective or in the reasonable judgment of the Company and the Purchaser or such Affiliate are otherwise required to consummate such Permanent Financing; provided, however, that the Company will not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which it is not then so qualified to facilitate the Permanent Financing. (c) In the event that all or any portion of the securities issued in the Permanent Financing are issued under circumstances in which a registration statement relating to 39 such securities has not been declared effective by the Commission under the Securities Act, the Company agrees to grant to the purchasers of securities issued in such Permanent Financing registration rights on terms reasonably required by the Purchaser or any Affiliate of the Purchaser.

Permanent Financing. (a) The Company will, and will ------------------- cause each Credit Party to, take all the actions which, in the reasonable judgment of the Company and the PurchaserBridge Parties, are necessary or desirable to obtain Permanent Financing as soon as practicable through the issuance of securities at such interest or dividend rates and on other terms as are then are, in the reasonable opinion of the Bridge Parties, prevailing for new issues of securities of comparable size and credit rating in the United States capital markets. The amounts markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's length basis between unaffiliated parties, provided, that, if in the reasonable -------- judgment of the Bridge Parties, equity securities of the Company need to be financed by provided for the consummation of the Permanent Financing on the terms and conditions set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The amount to be as determined by the Company, but financed shall be in an amount at least sufficient to repay or redeem the Notes Obligations in full in accordance with their terms. The Company hereby covenants and agrees that the Net Cash Proceeds proceeds from the Permanent Financing shall be used, used to the extent required, required to redeem in full the Notes Obligations in accordance with their terms. (b) The Company covenants that it will, and will cause each Credit Party to, enter into such agreements as in the reasonable judgment of the Company and the Purchaser or an Affiliate of the Purchaser Bridge Parties are customary in connection with any such the Permanent Financing, make such filings, if any, filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939 (if applicable) 1939, as amended, and state securities laws as in the reasonable judgment of the Company and the Purchaser or such Affiliate of the Purchaser Bridge Parties shall be required to permit consummation of such the Permanent Financing and take such steps as in the reasonable judgment of the Company and the Purchaser or such Affiliate Bridge Parties are necessary or desirable 181 to cause such filings to become effective or in the reasonable judgment of the Company and the Purchaser or such Affiliate Bridge Parties are otherwise required to consummate such Permanent Financing; provided, however, that the Company will not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which it is not then so qualified to facilitate the Permanent Financing. (c) In the event that all or any portion of the securities issued in the Permanent Financing are issued under circumstances in which a registration statement relating to 39 such securities has not been declared effective by the Commission under the Securities Act, the Company agrees to grant to the purchasers of securities issued in such Permanent Financing registration rights on terms reasonably required by the Purchaser or any Affiliate of the Purchaser.

Permanent Financing. (a) The Company will, and will cause each of its Restricted Subsidiaries to, take all actions which, in the reasonable judgment of the Company and the PurchaserDLJSC, are necessary or desirable to obtain Permanent Financing as soon as practicable through issuance of subordinated securities at such interest or dividend rates and other terms as are then are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the United States capital marketsmarkets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; PROVIDED that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of the Permanent Financing on the terms set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The respective amounts to be financed by through the Permanent Financing subordinated debentures or through the issuance of other securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the Net Cash Proceeds proceeds from the Permanent Financing shall be used, used to the extent required, required to redeem in full the Notes in accordance with their terms. (b) The Company covenants that it will, and will cause each of its Restricted Subsidiaries to, enter into such agreements as in the reasonable judgment of the Company and the Purchaser or an Affiliate of the Purchaser DLJSC are customary in connection with any such the Permanent Financing, make such filings, if any, filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939 (if applicable) 1939, as amended, and state State securities laws (subject to customary exceptions) as in the reasonable judgment of the Company and the Purchaser or such Affiliate of the Purchaser DLJSC shall be required to permit consummation of such the Permanent Financing and take such steps as in the reasonable judgment of the Company and the Purchaser or such Affiliate DLJSC are necessary to cause such filings to become effective or in the reasonable judgment of the Company and the Purchaser or such Affiliate DLJSC are otherwise required to consummate such Permanent Financing; provided, however, that the Company will not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which it is not then so qualified to facilitate the Permanent Financing. (c) In the event that all or any portion of the securities issued in the Permanent Financing are issued under circumstances in which a registration statement relating to 39 such securities has manner that does not been declared effective by violate the Commission under the Securities Act, the Company agrees to grant to the purchasers of securities issued in such Permanent Financing registration rights on terms reasonably required by the Purchaser or any Affiliate of the PurchaserCredit Agreement.