Common use of Required Financing Clause in Contracts

Required Financing. Each of Parent and MergerCo hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions and to satisfy the conditions set forth in the Financing Letters. Parent and MergerCo shall keep the Company informed of the status of their financing arrangements for the Transactions, including providing written notification to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (i) any indication that either of the Lenders may be unable to provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (ii) the ability of Parent or MergerCo to satisfy any of the conditions set forth in the Financing Letters, and (iii) any adverse developments relating to the financing contemplated by the Financing Letters. Parent shall provide written notice to the Company within twenty-four (24) hours if either of the Lenders has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter (a "Parent Financing Notice"). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses.

Required Financing. (a) Each of Parent Parent, Company MergerCo and Properties MergerCo hereby agrees to use its reasonable best efforts to arrange the financing Debt Financing on the terms and conditions described in respect of the Transactions Financing Letter and to satisfy the conditions applicable to it set forth in the Financing LettersLetter that are within its control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent and MergerCo shall keep will provide the Company informed of the status of their financing arrangements for the Transactions, including providing written notification La Quinta Entities any amendments to the Company Financing Letter as promptly as possible (but in any event within forty-eight (48) 48 hours) with respect to (i) and will give the La Quinta Entities prompt notice of any indication that either material breach by any party of the Lenders may be unable to provide the financing as contemplated by Financing Letter or any termination of the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (ii) the ability of Parent or MergerCo to satisfy any of the conditions set forth in the Financing Letters, and (iii) any adverse developments relating to the financing contemplated by the Financing LettersLetter. Parent shall provide written notice to keep the Company within twenty-four (24) hours if either La Quinta Entities informed on a reasonably current basis in reasonable detail of the Lenders has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter (a "Parent Financing Notice"). In the event Parent and MergerCo are unable status of its efforts to arrange any portion of such financing in the manner or from the sources contemplated by the Debt Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include permit any obligation material amendment or modification to obtain be made to, or any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms waiver of any of material provision or remedy under, the Financing Letter without first consulting with the La Quinta Entities or, if such documentsamendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to prepay be unreasonably withheld or incur additional obligations to any other parties or to incur or become liable for any other costs or expensesdelayed).

Required Financing. (a) Each of Parent and MergerCo Merger Sub hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions and Merger provided for in the Current Commitment Letter on the terms set forth therein, including, without limitation, using its reasonable best efforts (i) to satisfy the conditions terms, conditions, representations and warranties set forth in the Financing LettersCurrent Commitment Letter, (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Current Commitment Letter and (iii) enforcing its rights under the Current Commitment Letter and any such definitive agreements. Parent shall provide Target as promptly (but in any event within two Business Days of the execution thereof) as possible true, complete and correct copies of any Current Commitment Letters and any amendments thereto and any such definitive agreements. Parent and MergerCo Merger Sub shall keep the Company Target generally informed of the status of their financing arrangements for the TransactionsMerger, including providing written notification to Target (to the Company extent that the Target does not already have actual knowledge thereof) as promptly as possible (but in any event within forty-eight two Business Days of the occurrence of the applicable event described in clauses (48a), (b) hoursand (c) of this sentence) with respect to (ia) the receipt by Parent or Merger Sub of written notice from the financing parties contemplated by the Current Commitment Letter (or the definitive agreements with respect thereto), or any indication of such parties, that either of the Lenders such parties may be unable to provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption Current Commitment Letter (or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Lettersdefinitive agreements), (iib) the ability inability of Parent or MergerCo Merger Sub, to the extent Parent or Merger Sub then have actual knowledge thereof, to satisfy any of the conditions of the financing parties set forth in the Financing LettersCurrent Commitment Letter (or such definitive agreements), and or (iiic) any material adverse developments developments, of which Parent or Merger Sub then have actual knowledge, relating to the financing contemplated by the Financing LettersCurrent Commitment Letter (or such definitive agreements). Within two Business Days of the occurrence thereof, Parent shall provide written notice to Target if (x) any financing party contemplated by the Company within twenty-four Current Commitment Letter (24) hours if either or the definitive agreements with respect thereto), or any of the Lenders such parties, has indicated to notified Parent or MergerCo Merger Sub in writing that such Lender A-24 115 will parties shall be unable provide the financing as contemplated by the Current Commitment Letter (or such definitive agreements) or (y) any event has occurred, of which Parent or Merger Sub then have actual knowledge, which is reasonably likely to provide prevent or delay Parent or Merger Sub from obtaining the financing contemplated by the applicable Financing Current Commitment Letter (a "Parent Financing Notice")or the definitive agreements with respect thereto) with respect to the Merger. In the event Parent and MergerCo Merger Sub are unable to arrange any portion of such the financing contemplated by the Current Commitment Letter (or the definitive agreements with respect thereto) in the manner or from the sources contemplated by the Financing Letterstherein, Parent and MergerCo Merger Sub shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its their reasonable best efforts to arrange) arrange any such portion from alternative sources on substantially the same terms and with on conditions that are substantially at least as favorable to Parent and Merger Sub as the same terms and conditions as of the portion of the financing that Parent and MergerCo Merger Sub were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses.

Required Financing. Each of Parent and MergerCo hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions Merger and to satisfy the conditions set forth in the Financing Letters. Parent will provide the Company any amendments to the Financing Letters as promptly as possible (but in any event within twenty-four (24) hours). Parent and MergerCo shall keep the Company informed of the status of their financing arrangements for the TransactionsMerger, including providing written notification to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (ia) any indication that either any of the Lenders may be unable to provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (iib) the ability of Parent or MergerCo to satisfy any of the conditions set forth in the Financing Letters, and (iiic) any adverse developments relating to the financing contemplated by the Financing Letters. Parent shall provide written notice to the Company within twenty-four (24) hours if either of the Lenders any Lender has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter or if any other event occurs which is reasonably likely to prevent or materially delay Parent or MergerCo from obtaining the proposed financing with respect to the Merger (a "“Parent Financing Notice"”). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) arrange any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses.

Required Financing. Each Attached as Exhibit C-1 hereto are copies of commitment letters from (a) Credit Suisse Securities (USA) LLC and Credit Suisse (the “CS Commitment Letter”), (b) Olympus (the “Olympus Debt Commitment Letter”) and (c) OCM Mezzanine Fund II, L.P.(the “OCM Commitment Letter” and, together with the CS Commitment Letter and the Olympus Debt Commitment Letter, collectively, the “Debt Commitment Letters”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to provide the necessary debt financing to Parent and MergerCo hereby agrees to use its reasonable best efforts to arrange for the financing in respect consummation of the Transactions transaction contemplated hereby (the “Debt Financing”). Attached as Exhibit C-2 is a copy of the commitment letter from Olympus Growth Fund IV, L.P. (the “Equity Commitment Letter” and together with the Debt Commitment Letters, the “Financing Commitments”), pursuant to satisfy which Olympus Growth Fund IV, L.P. has agreed, subject to the terms and conditions set forth therein, to provide the necessary equity financing to Parent and MergerCo for the transactions contemplated hereby (the “Equity Financing” and together with the Debt Financing, the “Financing”). The Financing Commitments are in full force and effect as of the Original Date. Assuming the Financing contemplated by the Financing Commitments is consummated in accordance with their terms (including, without limitation, the execution and delivery of definitive agreements with respect to all of the Facilities (as defined in the CS Commitment Letter) containing the terms and conditions set forth in the Financing Letters. CS Commitment Letter), the aggregate proceeds to be disbursed to Parent and MergerCo shall keep the Company informed of the status of their financing arrangements for the Transactions, including providing written notification at Closing pursuant to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (i) any indication that either of the Lenders may be unable to provide the financing as agreements contemplated by the Financing LettersCommitments (which, including in the case of the CS Commitment Letter, shall only include the proceeds from the Initial First Lien Term Advance (as defined therein)) will be sufficient for them to pay (v) the Merger Consideration pursuant to Section 2.1, (w) the Indebtedness set forth on Schedule 2.3, (x) the Accelerated Earnout Payments, (y) the Company Expenses, and (z) any related fees and expenses incurred by Parent and MergerCo in connection with the Merger or the financing thereof. Subject to the other provisions of this Section 5.4, the only funding of proceeds under the CS Commitment Letter required to be received by Parent and MergerCo at Closing to fund the Merger will be the Initial First Lien Term Advance (as defined therein) and nothing herein shall imply that the conditions precedent to the funding of the Facilities (as defined in the CS Commitment Letter) under the CS Commitment Letter, other than (1) all of the conditions applicable to the Initial First Lien Term Advance (including, without limitation, any indication from either all of the Lenders that there has occurred a material disruption or material adverse change conditions applicable to the First Lien Facilities to the extent applicable to the Initial First Lien Term Advance) and (2) the execution and delivery of definitive agreements with respect to all of the Facilities (as defined in the banking, financial or capital markets generally or in CS Commitment Letter) containing the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (ii) the ability of Parent or MergerCo to satisfy any of the terms and conditions set forth in the Financing LettersCS Commitment Letter), and (iii) any adverse developments relating need to be satisfied at or prior to the financing contemplated by the Financing Letters. Parent shall provide written notice to the Company within twenty-four (24) hours if either Closing of the Lenders has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter (a "Parent Financing Notice"). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expensesMerger.

Required Financing. Each of Parent and MergerCo hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions Merger and to satisfy the conditions set forth in the Financing Letters. Parent will provide the Company any amendments to the Financing Letters as promptly as possible (but in any event within twenty-four (24) hours). Parent and MergerCo shall keep the Company informed of the status of their financing arrangements for the TransactionsMerger, including providing written notification to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (ia) any indication that either any of the Lenders may be unable to provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (iib) the ability of Parent or MergerCo to satisfy any of the conditions set forth in the Financing Letters, and (iiic) any adverse developments relating to the financing contemplated by the Financing Letters. Parent shall provide written notice to the Company within twenty-four (24) hours if either of the Lenders any Lender has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter or if any other event occurs which is reasonably likely to prevent or materially delay Parent or MergerCo from obtaining the proposed financing with respect to the Merger (a "Parent Financing Notice"). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) arrange any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses.

Required Financing. Each of Parent and MergerCo (a) The Buyer hereby agrees to use its reasonable best efforts to arrange the financing in respect of contemplated by the Transactions CSFB Commitment Letters and to satisfy the conditions set forth in the Financing CSFB Commitment Letters on an expeditious basis. These best efforts will include taking all actions required to satisfy the conditions under the CSFB Commitment Letters but will not include the Buyer being required to accept any commercially unreasonable terms. As provided in the CSFB Commitment Letters, the Buyer will not unreasonably withhold its consent to any request by CSFB and BMO to change the amount, pricing, terms and structure of the Senior Facilities. Parent The Buyer will enforce all of its rights under the CSFB Commitment Letters and MergerCo will not waive or amend any provision of the CSFB Commitment Letters without the Sellers' prior written consent (which shall not be unreasonably withheld or delayed), except that the Sellers' consent shall not be required in connection with any waiver or amendment that will not adversely impact the ability of the Buyer to obtain funding on a timely basis sufficient for the Buyer to pay the Final Purchase Price and perform its other obligations under this Agreement. The Buyer shall keep the Company Sellers informed of the status of their its financing arrangements for the Transactionsarrangements, including providing written notification to the Company Sellers as promptly as reasonably possible (but in any event within forty-eight (48) hours) with respect to (i) any indication that either of the Lenders CSFB may be unable to provide the financing as contemplated by the Financing CSFB Commitment Letters, including without limitation, any indication from either of the Lenders CSFB that there has occurred a material disruption Capital Market Event (as defined in Section 10.4) or material adverse change Financing Failure (as defined in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Lettersparagraph (c) below), (ii) any inability of the ability of Parent or MergerCo Buyer to satisfy any of the conditions set forth in the Financing CSFB Commitment Letters, and (iii) any adverse developments relating to the financing contemplated by the Financing CSFB Commitment Letters. Parent The Buyer shall provide reasonably prompt (and in any event within forty-eight (48) hours) written notice to the Company within twenty-four (24) hours Sellers if either of the Lenders CSFB or BMO has indicated to Parent the Buyer that CSFB or MergerCo that such Lender A-24 115 BMO lender will be unable to provide the financing contemplated by the applicable Financing Letter CSFB Commitment Letters (a "Parent Buyer Financing --------------- Notice"). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses.------

Required Financing. Each of Parent and MergerCo hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions and to satisfy the conditions set forth in the Financing Letters. Parent and MergerCo shall keep the Company informed of the status of their financing arrangements for the Transactions, including providing written notification to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (i) any indication that either of the Lenders may be unable to provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (ii) the ability of Parent or MergerCo to satisfy any of the conditions set forth in the Financing Letters, and (iii) any adverse developments relating to the financing contemplated by the Financing Letters. Parent shall provide written notice to the Company within twenty-four (24) hours if either of the Lenders has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter (a "Parent Financing NoticePARENT FINANCING NOTICE"). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses.