Common use of Assistance with Debt Financing Clause in Contracts

Assistance with Debt Financing. Target shall use all commercially reasonable efforts to assist, and shall cause its Subsidiaries to use all commercially reasonable efforts to assist, in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent including by (i) participating in meetings (including lender meetings), presentations, road shows, due diligence and drafting sessions and sessions with rating agencies, in each case, as required to consummate the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing; (iii) subject to Section 6.3 of this Agreement, furnishing Parent and its financing sources financial and other pertinent information regarding Target and its Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing; (iv) requesting of the appropriate Person, and using all commercially reasonable efforts to obtain, such consents, legal opinions, surveys and title insurance as reasonably requested by Parent, in each case, as required to consummate the Debt Financing; (v) subject to Section 6.3 of this Agreement, cooperate with prospective lenders involved in the Debt Financing to provide access to Target’s and its Subsidiaries’ respective properties, assets, and cash management and accounting systems (including cooperating in and facilitating the completion of field examinations, collateral audits, asset appraisals, surveys, and engineering/property condition reports); (vi) subject to the occurrence of the Effective Time: taking all corporate actions reasonably requested by Parent to permit consummation of the Debt Financing and any direct borrowing or incurrence of debt by Target or any of its Subsidiaries in connection with the Closing, entering into one or more credit or other agreements or instruments on terms satisfactory to Parent immediately prior to the Closing with respect to any such direct borrowing or debt incurrence, and lending all or part of the proceeds thereof to Parent, as and to the extent directed by Parent, to permit Parent to pay a portion of the Merger Consideration; and (vii) otherwise reasonably cooperating in the Parent’s efforts to obtain the Debt Financing (including requesting of the appropriate Persons, and using all commercially reasonable efforts to obtain, customary officer’s certificates and other documents and instruments as may reasonably be requested by Parent, facilitating the pledge of, and granting of security interests in, the stock and assets of Target and its Subsidiaries, establishing bank accounts, blocked account agreements and lock box arrangements, executing and delivering deeds and other conveyance instruments to one or more designees of Parent); provided, that Target shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation under this Section 6.5 that: (x) unreasonably interferes with the ongoing business of Target or any of its Subsidiaries; (y) causes any representation, warranty or covenant in this Agreement to be breached; or (z) causes any closing condition set forth in Article IX to fail to be satisfied or otherwise causes the breach of this Agreement. Parent shall (A) promptly after this Agreement is terminated in accordance with Section 12.1, reimburse Target for all reasonable, documented out-of-pocket costs and expenses incurred by Target or any of its Subsidiaries in connection with their compliance with this Section 6.5 and (B) indemnify and hold Target and its Subsidiaries harmless against any Losses suffered by Target or any of its Subsidiaries as a result or in connection with its cooperation under this Section 6.5 if the Effective Time does not occur.

Assistance with Debt Financing. Target shall The Company agrees to use all its commercially reasonable efforts to assistto, and shall to cause its Subsidiaries to, assist the Buyer, the Buyer’s stockholders and the arrangers, lenders and advisors to use all commercially reasonable efforts to assistthe Buyer, in each case in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent Financing, including by (i) participating without limitation, participation in meetings (including lender meetingsdirect contact between the Company’s senior management and prospective lenders and investors), presentations, road shows, due diligence sessions, road shows and drafting sessions rating agency presentations; the preparation of confidential information memoranda, offering memoranda, private placement memoranda, registration statements, prospectuses and sessions similar documents and materials for rating agency presentations; assisting syndication efforts by utilizing the Company’s and its Affiliates’ existing banking and financial relationships; delivery of the Interim Financial Statements (which have been subject to a SAS 100 review by the Company’s independent auditors); participation in the preparation of pro forma financial information, projections, financial models and similar financial information; participation in the negotiation of any commitment letters, underwriting or placement agreements, indentures, supplemental indentures, loan and credit agreements, escrow and security agreements, pledge and security documents, other definitive financing documents, or other requested customary certificates or documents, including a customary certificate of the chief financial officer of the Surviving Corporation and its Subsidiaries with rating agencies, respect to solvency matters; delivery of comfort letters of accountants; and assistance in each case, as required obtaining field examinations and appraisals of the collateral to consummate be provided in connection with the Debt Financing. The Company will use its commercially reasonable efforts to cause its independent auditors and former independent auditors to (i) cooperate in connection with any such Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses deliver customary comfort letters and similar documents required in connection with the Debt Financing; (iii) subject to Section 6.3 of this Agreement, furnishing Parent and its financing sources financial and other pertinent information regarding Target and its Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing; (iv) requesting of the appropriate Person, and using all commercially reasonable efforts to obtain, such consents, legal opinions, surveys and title insurance as reasonably requested by Parentbring-down comfort letters, in each case, as required to consummate the Debt Financing; in accordance with SAS 72 and (viii) subject to Section 6.3 of this Agreementcooperate in due diligence and drafting sessions with arrangers, cooperate with prospective lenders involved in the Debt Financing to provide access to Target’s and its Subsidiaries’ respective propertiesunderwriters, assets, and cash management and accounting systems (including cooperating in and facilitating the completion of field examinations, collateral audits, asset appraisals, surveys, and engineering/property condition reports); (vi) subject to the occurrence of the Effective Time: taking all corporate actions reasonably requested by Parent to permit consummation of the Debt Financing and any direct borrowing or incurrence of debt by Target or any of its Subsidiaries initial purchasers and/or placement agents in connection with the Closing, entering into one or more credit or other agreements or instruments on terms satisfactory to Parent immediately prior to the Closing with respect to any such direct borrowing or debt incurrence, and lending all or part of the proceeds thereof to Parent, as and to the extent directed by Parent, to permit Parent to pay a portion of the Merger Consideration; and (vii) otherwise reasonably cooperating in the Parent’s efforts to obtain the Debt Financing (including requesting of the appropriate Persons, and using all financing. The Company will use its commercially reasonable efforts to obtain, customary officer’s certificates and other documents and instruments as may reasonably be requested assist the Buyer in satisfying all of the conditions to the Debt Financing contemplated by Parent, facilitating the pledge of, and granting of security interests in, the stock and assets of Target and its Subsidiaries, establishing bank accounts, blocked account agreements and lock box arrangements, executing and delivering deeds and other conveyance instruments to one or more designees of Parent); provided, that Target shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation under this Section 6.5 that: (x) unreasonably interferes with the ongoing business of Target or any of its Subsidiaries; (y) causes any representation, warranty or covenant in this Agreement to be breached; or (z) causes any closing condition set forth in Article IX to fail to be satisfied or otherwise causes the breach of this Agreement. Parent shall (A) promptly after this Agreement is terminated in accordance with Section 12.1, reimburse Target for all reasonable, documented out-of-pocket costs and expenses incurred by Target or any of its Subsidiaries in connection with their compliance with this Section 6.5 and (B) indemnify and hold Target and its Subsidiaries harmless against any Losses suffered by Target or any of its Subsidiaries as a result or in connection with its cooperation under this Section 6.5 if the Effective Time does not occurDebt Financing Commitment Letter.

Assistance with Debt Financing. Target (a) If Parent determines in its discretion, with the consent of the Company (not to be unreasonably withheld, conditioned, or delayed), to fund any change of control offer, tender offer, exchange offer, redemption or repayment, as applicable, of the outstanding indebtedness of the Company and its Subsidiaries, including the Company Revolving Credit Facility and the Company Notes, including in connection with any Debt Financing, using, in whole or in part, cash held by Parent and its Subsidiaries or by the Company and its Subsidiaries, the Parent and Company shall, and shall cause their Subsidiaries and their respective officers and employees to, and shall direct their Representatives to, use all commercially reasonable best efforts to assistprovide such cash as is necessary, in Parent’s discretion, with the consent of the Company (not to be unreasonably withheld, conditioned, or delayed), to consummate such transactions concurrently with, and conditioned on, the Closing; provided that neither Parent nor the Company shall be required to fund any such cash prior to the Closing Date. (b) If Parent determines, in its discretion, with the consent of the Company (not to be unreasonably withheld, conditioned or delayed), to pursue or cause Holdings to pursue any Debt Financing, prior to the Closing, the Company shall, and shall cause its Subsidiaries to and their respective officers and employees to, and shall direct its Representatives to, use all commercially reasonable best efforts to assist, provide such customary or necessary cooperation in connection with the arrangement and implementation of such Debt Financing as Parent may reasonably request, from time to time, upon reasonable advance notice, including using reasonable best efforts to: (i) as promptly as practicable (A) furnish Parent with the Required Financial Information and (B) inform Parent if the chief executive officer, chief financial officer, treasurer or controller of the Company or any member of the audit committee of the Company Board of Directors shall have actual knowledge of any facts as a result of which a restatement of any financial statements (or portion thereof) included in or including the Required Financial Information is reasonably probable or required in order for such financial statements (or portion thereof) to comply with GAAP; (ii) assist with the preparation of, and review and comment on, Offering Documents; (iii) designate a member of senior management of the Company to execute customary authorization letters with respect to the Offering Documents relating to the “bank” financing that authorize the distribution of information to prospective lenders, and identify any portion of such information that constitutes material, non-public information regarding the Company or its Subsidiaries or their securities, and cause members of senior management of the Company to participate, at reasonable and mutually agreed times and upon reasonable advance notice, in a reasonable number of customary presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with any Debt Financing, which may be telephonic or held by videoconference, including (A) direct contact between such senior management of the Company and Debt Financing Sources and other potential lenders and investors in the financing, (B) otherwise cooperating with the marketing efforts for any Debt Financing and (C) assisting Parent and the Debt Financing Sources with obtaining ratings as contemplated by any Debt Financing; (iv) in the event the Debt Financing includes an offering of debt securities, request and facilitate its independent auditors to (A) provide customary accountant’s comfort letters (including “negative assurance” comfort and customary change period comfort), together with drafts of such comfort letters that such independent auditors are prepared to deliver upon the “pricing” of any high-yield bonds being issued in connection with any Debt Financing, and consents from the Company’s independent auditors with respect to financial information regarding the Company and its Subsidiaries, (B) provide reasonable assistance to Parent in connection with Parent’s preparation of pro forma financial statements and pro forma financial information (provided that the Company will not be required to provide information or assistance relating to any financial information related to Parent or any of its Subsidiaries), (C) attend a reasonable number of accounting due diligence sessions and drafting sessions, which sessions shall be telephonic or held by videoconference and (D) provide, consistent with customary practice, consent to the use of their reports in any materials relating to the Debt Financing; (v) (A) assist Parent in its preparation of, and execution and delivery of definitive financing documents (including any guarantee, pledge and security documents, perfection or information certificates, supplemental indentures, currency or interest rate hedging arrangement, other definitive financing documents or other certificates or documents as may be reasonably requested by Parent including by (i) participating in meetings or the Debt Financing Sources (including lender meetingsa customary certificate of the chief financial officer or officer performing the equivalent function of the Company with respect to (x) solvency matters or (y) certain financial information in the offering documents not otherwise covered by the comfort letters described in Section 7.15(b)(iv) (such certificate in this clause (y), presentations, road shows, due diligence the “CFO Comfort Certificate”))) and drafting sessions the schedules and sessions with rating agenciesexhibits thereto, in each case, as required to consummate the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing; (iii) subject to Section 6.3 of this Agreement, furnishing Parent and its financing sources financial and other pertinent information regarding Target and its Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing; (iv) requesting of the appropriate Person, and using all commercially reasonable efforts to obtain, such consents, legal opinions, surveys and title insurance as reasonably requested by Parent, in each case, as required to consummate the Debt Financing; (v) subject to Section 6.3 of this Agreement, cooperate with prospective lenders involved in the Debt Financing to provide access to Target’s and its Subsidiaries’ respective properties, assets, and cash management and accounting systems (including cooperating in and facilitating the completion of field examinations, collateral audits, asset appraisals, surveys, and engineering/property condition reports); (vi) case subject to the occurrence of the Effective Time: taking Closing and (B) assist with the preparation of field examinations and collateral audits and provide access to books and records, inventory and systems for any third party completing such field examinations and collateral audits; (vi) (A) facilitate the pledging of collateral for any Debt Financing, including using reasonable best efforts to deliver any original stock certificates and related powers and any original promissory notes and related allonges and providing reasonable assistance with any collateral documents that involve a third party, including landlord waivers, deposit account control agreements, blocked account arrangements or lock box arrangements, if applicable and in each case subject to the occurrence of the Closing and (B) assist with obtaining release of existing Liens; provided that such releases shall be subject to the occurrence of the Closing; (vii) furnish Parent and the Debt Financing Sources at least eight Business Days prior to the Closing Date (solely to the extent requested by Parent at least ten Business Days prior to the Closing Date) with all documentation and other information related to the Company and its Subsidiaries required by any Governmental Authority with respect to any Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and any beneficial ownership certifications; (viii) solely with respect to financial information and data derived from the Company’s historical books and records, provide reasonable assistance to Parent with Xxxxxx’s preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by Parent or the Debt Financing Sources to be included in any marketing materials or Offering Documents (provided that the Company shall not be responsible for the preparation of any pro forma financial statements or pro forma adjustments thereto); (ix) take all corporate actions actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of any Debt Financing (provided that no such action shall be required of the Company Board of Directors prior to the Closing); (x) reasonably cooperate in satisfying the conditions precedent set forth in the definitive documents relating to any Debt Financing to the extent the satisfaction of such condition requires the cooperation of, or is within the control of, the Company and its Subsidiaries; and (xi) ensure that the Debt Financing Sources and their advisors and consultants shall have customary and reasonable access, at mutually agreed times and places, to the Company and its Subsidiaries to evaluate the Company’s and its Subsidiaries’ current assets, inventory, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing, and reasonably assist with other customary collateral audits, collateral appraisals and due diligence examinations. (c) Notwithstanding anything to the contrary in this Section 7.15: (i) nothing in this Section 7.15 will require any direct borrowing cooperation to the extent the same would (A) unreasonably interfere with the ongoing operations of the Company or incurrence its Subsidiaries, (B) cause any officer or employee of debt by Target the Company or any of its Subsidiaries in connection with or any of its or their Representatives to incur any personal liability, (C) require the Closing, entering into one Company or more credit or other agreements or instruments on terms satisfactory to Parent immediately prior to the Closing with respect to any such direct borrowing or debt incurrence, and lending all or part of the proceeds thereof to Parent, as and to the extent directed by Parent, to permit Parent to pay a portion of the Merger Consideration; and (vii) otherwise reasonably cooperating in the Parent’s efforts to obtain the Debt Financing (including requesting of the appropriate Persons, and using all commercially reasonable efforts to obtain, customary officer’s certificates and other documents and instruments as may reasonably be requested by Parent, facilitating the pledge of, and granting of security interests in, the stock and assets of Target and its Subsidiaries, establishing bank accounts, blocked account agreements and lock box arrangements, executing and delivering deeds and other conveyance instruments to one or more designees of Parent); provided, that Target shall not be required to provide, or cause any of its Subsidiaries to providecause its legal counsel to deliver any legal opinions (except as contemplated by Section 7.17), cooperation or (D) reasonably be expected to conflict with, violate, breach or otherwise contravene (I) any Law or (II) any Company Material Contract; (ii) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other fee or have any liability or obligation, including any indemnification obligation, under this Section 6.5 that: any agreement or any document related to any Debt Financing prior to the Closing Date; and (xiii) unreasonably interferes with neither the ongoing business Company nor any of Target its Subsidiaries or any of its Subsidiaries; their respective Representatives shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document (yexcept any authorization letters delivered pursuant to Section 7.15(b)(iii) causes or any representationcertificate, warranty including the CFO Comfort Certificate, document, instrument or covenant agreement provided in this Agreement accordance with Section 7.15(b)(iii), Section 7.15(b)(v) or Section 7.17), with respect to any Debt Financing or adopt resolutions approving the agreements, documents or instruments pursuant to which any Debt Financing is obtained or pledge any collateral with respect to any Debt Financing that is not contingent upon the Closing or that would be breached; or effective prior to the Closing. (zd) causes any closing condition set forth in Article IX to fail to be satisfied or otherwise causes In the breach of this Agreement. Parent shall (A) promptly after event this Agreement is validly terminated in accordance with Section 12.1its terms, reimburse Target for all each of Parent and the Company agree that any reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Target Parent or any of its Subsidiaries or by the Company or its Subsidiaries in connection with their compliance any Debt Financing (including, for the avoidance of doubt, in connection with the assistance provided by the Company pursuant to this Section 6.5 7.15) shall be borne 57.0% by Parent and 43.0% by the Company on terms to be reasonably agreed. In addition, to the extent that (i) any Debt Financing consists of high yield debt securities and such Debt Financing is consummated and funded into escrow prior to the Closing, and (Bii) following such time, this Agreement is validly terminated in accordance with its terms and the transactions contemplated by this Agreement have not been consummated, any interest expense in connection with such Debt Financing accrued from the date of consummation of such Debt Financing to the date such Debt Financing is redeemed or otherwise repaid in accordance with the terms of such Debt Financing shall be borne 57.0% by Parent and 43.0% by the Company on terms to be reasonably agreed. Parent shall indemnify and hold Target harmless the Company and its Subsidiaries harmless and their respective Representatives from and against any Losses and all liabilities or losses (other than expenses addressed by the previous sentence) suffered or incurred by Target them prior to the Closing Date in connection with the arrangement of any Debt Financing and any information utilized in connection therewith (other than liabilities or losses resulting solely from information provided by the Company or its Subsidiaries), in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the intentional misrepresentation, bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, the Company, its Subsidiaries or any of their Representatives. All material non-public information regarding the Company and its Subsidiaries as a result provided to Parent or its Representatives pursuant to this Section 7.15 shall be kept confidential by them in accordance with the Non-Disclosure Agreement. (e) The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s and its Subsidiaries’ logos in connection with any Debt Financing; provided that such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill. (f) The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to periodically update any Required Financial Information provided to Parent as may be necessary so that such Required Financial Information (i) is Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Financial Information.” For the avoidance of doubt, Parent may, to most effectively access the financing markets, request the cooperation of the Company and its Subsidiaries under this Section 6.5 if 7.15 at any time, and from time to time and on multiple occasions, between the Effective Time does not occurdate of this Agreement and the Closing. The Company agrees to use reasonable best efforts to file all reports on Form 10-K, Form 10-Q and Form 8-K, in each case, required to be filed with the SEC pursuant to the 1934 Exchange Act prior to the Closing Date in accordance with the periods required by the 1934 Exchange Act. The Company agrees to use reasonable best efforts to review all Offering Documents and marketing materials for any Debt Financing (subject to Parent providing the Company with reasonable time to review) and identify for Parent any information contained therein that it reasonably believes constitutes material non-public information with respect to the Company and its Subsidiaries (taken as a whole) or their respective securities. If the Company identifies any such information then the Company shall file a Current Report on Form 8-K containing such material non-public information.

Assistance with Debt Financing. Target (a) The Sellers shall cause the FC Group Entities to, at Powerfleet’s sole cost and expense, use all commercially their respective reasonable best efforts to assistprovide, all such reasonable and shall cause its Subsidiaries to use all commercially reasonable efforts to assist, in connection with the arrangement of the Debt Financing timely cooperation as may be reasonably requested by Parent Powerfleet and that is customary in connection with the arrangement, syndication, marketing or consummation of a financing comparable to the Debt Financing, including if requested by Powerfleet: (i) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors, subject to customary confidentiality provisions (which may include customary “click through” confidentiality arrangements or other confidentiality arrangements customary for syndication and arrangement procedures), and containing a customary representation to the Debt Financing Sources, as to the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing; (ii) participating in meetings (including lender a reasonable number of meetings), presentations, road showsconference calls, drafting sessions, due diligence and drafting sessions and sessions with rating agenciesprospective lenders that are customary for financings of a type similar to the Debt Financing and otherwise cooperating with the marketing efforts for the Debt Financing (including, in each case, having appropriate members of the senior management team of the FC Group Entities directly participate, at times to be mutually agreed); (iii) making available to Powerfleet and any Debt Financing Sources such financial and other pertinent information (including projections) regarding the FC Group Entities as may be reasonably requested by Powerfleet, including such information reasonably required to consummate the Debt Financing; (ii) assisting in connection with the preparation of appropriate and customary materials for rating agency presentations, offering documents, private placement memorandaand syndication documents (including lender and investor presentations, bank information memoranda, prospectuses memoranda and similar documents) and other customary marketing documents required in connection with Debt Financing; (iv) assisting Powerfleet and any Debt Financing Sources in the preparation of documents required in connection with the Debt Financing; , including any credit or loan agreements, offering document, or security documents, if applicable (iiiincluding disclosure schedules thereto); (v) subject promptly after written request by Powerfleet or any Debt Financing Sources, and in any event no later than ten (10) Business Days prior to Section 6.3 of this Agreementthe Closing Date, furnishing Parent providing Powerfleet and its financing sources financial Debt Financing Sources with all documentation and other pertinent information regarding Target about the FC Group Entities and its Subsidiaries that is required in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations; (vi) no later than five (5) Business Days prior to the Closing Date, facilitating the obtaining from the FC Group Entities’ existing financing sources customary documents in connection with the repayment and termination of the existing indebtedness of the FC Group Entities and the Subsidiaries, including customary payoff letters, releases of guarantees, lien releases and terminations, mortgage releases and terminations and instruments of termination or discharge to be effective at Closing; and (vii) executing and delivering, to be effective as of the Closing, any credit agreements, pledge and security documents, guarantees, other definitive financing documents, or other certificates, legal opinions or documents, as may be reasonably requested by Parent Powerfleet (including a certificate of an officer of the FC Group Entities with respect to consummate solvency matters), and taking such action as may be reasonably requested by Powerfleet and the Debt Financing Sources to facilitate the attachment or perfection of the Debt Financing Sources’ security interest in the collateral securing the Debt Financing; , including delivering stock certificates, promissory notes and related instruments of transfer. (b) Notwithstanding this Section 5.4, (i) neither Sellers nor the FC Group Entities shall be required to provide cooperation or take any action under this Section 5.4 that unreasonably interferes with the operations of the Sellers or the FC Group Entities or where such actions are requested without reasonable notice, (ii) nothing shall require such cooperation to the extent it would require the Sellers to waive, amend or breach any terms of this Agreement or would require the Sellers or the FC Group Entities to take any action that would be reasonably likely to impair or prevent the satisfaction of any condition set forth in Article 6, (iii) neither the Sellers nor the FC Group Entities shall be required to take any action or provide access to or disclose information where such person reasonably determines that such action, access or disclosure would (A) jeopardize solicitor/attorney-client or other legal privilege, (B) result in the contravention of any applicable Laws, their respective Charter Documents or any Contract or (C) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (iv) requesting the boards of the appropriate PersonSellers or the FC Group Entities shall not be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, and using all commercially reasonable efforts execute or deliver any certificate, document, instrument or agreement or agree to obtainany change or modification of any existing certificate, such consentsdocument, legal opinions, surveys and title insurance as reasonably requested by Parentinstrument or agreement, in each case, as required prior to consummate the Debt Financing; Closing Date that is not contingent on the Closing and (v) subject nothing shall require such cooperation to Section 6.3 the extent it would cause any director, officer or employee or equityholder of the FC Group Entities to incur any personal liability for which Powerfleet is not obligated to provide indemnification pursuant to the terms of this Agreement, cooperate . (c) In no event shall the Sellers or the FC Group Entities be required to pay any commitment or similar fee or incur any liability or cost or expense for which it is not indemnified or reimbursed in connection with prospective lenders involved assisting Powerfleet in arranging the Debt Financing to provide access to Target’s and its Subsidiaries’ respective properties, assets, and cash management and accounting systems (including cooperating in and facilitating or as a result of any information provided by the completion of field examinations, collateral audits, asset appraisals, surveys, and engineering/property condition reports); (vi) subject to the occurrence of the Effective Time: taking all corporate actions reasonably requested by Parent to permit consummation of the Debt Financing and any direct borrowing or incurrence of debt by Target Company or any of its Subsidiaries in connection with therewith. (d) Powerfleet will promptly, upon written request by the Closing, entering into one or more credit or other agreements or instruments on terms satisfactory to Parent immediately prior to the Closing with respect to any such direct borrowing or debt incurrence, and lending all or part of the proceeds thereof to Parent, as and to the extent directed by Parent, to permit Parent to pay a portion of the Merger Consideration; and (vii) otherwise reasonably cooperating in the Parent’s efforts to obtain the Debt Financing (including requesting of the appropriate Persons, and using all commercially reasonable efforts to obtain, customary officer’s certificates and other documents and instruments as may reasonably be requested by Parent, facilitating the pledge of, and granting of security interests in, the stock and assets of Target and its Subsidiaries, establishing bank accounts, blocked account agreements and lock box arrangements, executing and delivering deeds and other conveyance instruments to one or more designees of Parent); provided, that Target shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation under this Section 6.5 that: (x) unreasonably interferes with the ongoing business of Target or any of its Subsidiaries; (y) causes any representation, warranty or covenant in this Agreement to be breached; or (z) causes any closing condition set forth in Article IX to fail to be satisfied or otherwise causes the breach of this Agreement. Parent shall (A) promptly after this Agreement is terminated in accordance with Section 12.1Sellers, reimburse Target the Sellers for all reasonable, reasonable and documented out-of-pocket costs and expenses (including legal fees) incurred by Target or any of its Subsidiaries the Sellers and their respective agents and Representatives in connection with their compliance with this Section 6.5 and (B) indemnify and hold Target and its Subsidiaries harmless against any Losses suffered by Target or any of its Subsidiaries as a result or the foregoing and in connection with its cooperation under any assistance provided pursuant this Section 6.5 if 5.4 and, to the Effective Time does not occurfullest extent permitted under applicable Law, shall indemnify, defend, and hold harmless the Sellers, its Affiliates and its and their respective agents and Representatives for and against any and all losses, costs, and expenses suffered or incurred by them in connection with any action taken by them at the request of Powerfleet pursuant to this Section 5.4 and any information utilized in connection therewith (other than information provided by FC Group Entities and other than losses, costs and expenses resulting from the gross negligence or willful misconduct of the Sellers).