Common use of Cooperation with Financing Clause in Contracts

Cooperation with Financing. The Company and the Surviving Company shall use their reasonable best efforts to, and shall cause their Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide such cooperation in connection with the arrangement of any equity or debt financing for the Surviving Company or any of its Subsidiaries as may be reasonably requested by Parent, including participating in a reasonable number of meetings, presentations and sessions with prospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the prospective equity or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything in this Agreement to the contrary, (a) the Company shall be deemed to have complied with this Section 5.12 for all purposes of this Agreement (including Article VI) unless the failure to obtain such equity or debt financing results from the Company’s Willful Breach of its obligations under this Section 5.12), (b) any action taken by the Company or any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 shall be deemed to be permitted by Section 5.01(b)(xiv) and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (ii) require the Company or any of its Subsidiaries to take any action that would conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above that takes effect or is effective prior to the Closing; provided, that, for the avoidance of doubt, this clause (iii) shall solely apply to any equity or debt financing contemplated to be provided at Closing in connection with the consummation of the Transactions and shall not apply to any debt or equity financing raised by the Company from the date hereof until the Effective Time (or, if earlier, the valid termination of this Agreement in accordance with Article VII), (iv) require the Company or any of its Subsidiaries to bear any out-of-pocket cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity, in each case effective prior to the Closing, or (v) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability.

Cooperation with Financing. The Company and the Surviving Company shall use their reasonable best efforts toshall, and shall cause their its Subsidiaries and their respective Representatives to shall use their its reasonable best efforts to, provide such cooperation to cause its and their Representatives to reasonably cooperate in connection with the arrangement and syndication of the Financing and any equity related change of control offer as may be reasonably requested in advance by Parent or debt financing for Buyer after the Surviving date hereof; provided, however, that none of the Company or any of its Subsidiaries shall be required to pay any commitment or other fee or incur any other liability in connection with the Financing (or any replacements thereof) prior to the Closing; and provided, further, that such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company, and shall not require the Company, any of its Subsidiaries or any Seller or any agent thereof, except as may specifically set forth below, to enter into any agreement, pledge any collateral or grant any guarantee or to execute any certificates or deliver any opinions or have their respective board of directors adopt any resolutions or take any action. Without limiting the foregoing provisos, such cooperation by the Company shall include, at the reasonable request of Buyer or Parent and if necessary to obtain the Financing or obtain any portion thereof from alternative sources pursuant to Section 5.2(b), (i) using its reasonable best efforts, including by providing customary management representation letters, to cause its officers to be reasonably requested by Parent, including participating available to (A) participate in a reasonable number of meetings, presentations drafting sessions, due diligence sessions, management presentation sessions, “road shows” and sessions with prospective financing rating agencies, (B) participate in the preparation of business projections, financial statements and pro forma financial information for inclusion in offering memoranda, private placement memoranda, prospectuses and similar documents customarily included in documents of this type; (ii) using its reasonable best efforts to cause its independent accountants to provide reasonable assistance to Buyer or Parent consistent with their customary practice (including to provide consent to Buyer or Parent to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing); and (iii) providing to the contemplated sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, Financing financial and the prospective equity or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything information in this Agreement to the contrary, (a) the Company shall be deemed to have complied with this Section 5.12 for all purposes of this Agreement (including Article VI) unless the failure to obtain such equity or debt financing results from the Company’s Willful Breach possession with respect to the transactions contemplated hereby reasonably requested and customary in connection with financings of such type. Each of Buyer or Parent shall, promptly upon request by the Company or any of its obligations under this Section 5.12)subsidiaries, (b) reimburse the Company for any action taken reasonable out-of-pocket costs incurred by the Company or any of its Subsidiaries or their respective Representatives at the request of in connection with such cooperation. Parent pursuant to this Section 5.12 and Buyer shall be deemed to be permitted by Section 5.01(b)(xiv) indemnify and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably with the business or operations of hold harmless the Company or any of its Subsidiaries, (ii) require the Company or any of and its Subsidiaries to take any action that would conflict with and its and their directors, officers, employees and agents from and against all losses or violate the Company’s damages suffered or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above that takes effect or is effective prior to the Closing; provided, that, for the avoidance of doubt, this clause (iii) shall solely apply to any equity or debt financing contemplated to be provided at Closing incurred by them in connection with the consummation arrangement of the Transactions Debt Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to any debt the Company's or equity financing raised by the Company from the date hereof until the Effective Time (or, if earlier, the valid termination of this Agreement in accordance with Article VII), (iv) require the Company its subsidiaries' or any of its Subsidiaries to bear any out-of-pocket cost other Representatives' willful misconduct or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity, in each case effective prior to the Closing, or (v) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liabilitygross negligence.

Cooperation with Financing. The Prior to the Closing, the Company shall, and the Surviving Company shall use their commercially reasonable best efforts to, and shall cause their Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide such cooperation cooperate with Parent in connection with the arrangement of any equity or debt financing for the Surviving Company or any of its Subsidiaries Parent’s arrangements of Transaction financing (the “Financing”) as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Acquired Companies and provided that (a) the Acquired Companies shall not be required to incur any liability or pay any fee in connection with the Financing prior to the Closing, (b) the pre-Closing Board of Directors of any Acquired Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained or incur any personal liability, (c) the Acquired Companies shall not be required to execute prior to the Closing any definitive Financing documents, including participating any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing, (d) the Acquired Companies shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing, (e) the Acquired Companies shall not be required to provide cooperation that Sellers reasonably believe would (i) conflict with or result in a reasonable number violation of meetingsany Material Contract, presentations and sessions Real Property Lease, or any Law, (ii) result in the loss of attorney-client privilege or other similar legal privilege, (iii) conflict with prospective financing sources and investorsor violate the Acquired Companies’ organizational documents, including direct contact between appropriate members or (iv) cause any of senior management of the CompanySellers’ representations, on the one handwarranties, and the prospective equity covenants or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything obligations in this Agreement to the contrarybe breached or any condition precedent set forth in this Agreement to fail to be satisfied, (af) the Acquired Companies shall not be required to approach any third parties prior to the Closing to discuss agreements limiting the rights of such third parties, (g) the Acquired Companies shall not be required to consent to the pre-filing of UCC-1s or the grant of liens on the Acquired Companies’ assets prior to the Closing, (h) the Acquired Companies shall not be required to provide cooperation to give representations or warranties to any third parties, or the indemnification thereof, by Sellers or the Acquired Companies prior to the Closing, (i) Sellers and the Acquired Companies shall not be required to waive or amend any terms of this Agreement, and (j) Sellers and the Acquired Companies shall not be required to deliver any projections, pro forma financial information or any other forward-looking information to any third parties. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Acquired Companies from and against any liability or obligation to providers of the Financing in connection with the Financing and any information provided in connection therewith. Parent shall promptly upon the Company’s request reimburse the Company for all reasonable, documented out-of-pocket costs and expenses (including reasonable fees of counsel) incurred by the Acquired Companies in connection with such cooperation and, to the extent Parent does not reimburse the Company for any such cost or expense on or prior to the date that is three (3) Business Days prior to the Closing, the Company shall be deemed to have complied with this Section 5.12 for all purposes a current asset in the amount of this Agreement (including Article VI) unless such unreimbursed costs and expenses. All non-public or otherwise confidential information regarding Sellers or the failure to obtain such equity or debt financing results from the Company’s Willful Breach of its obligations under this Section 5.12), (b) any action taken Acquired Companies obtained by the Company or any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 6.22 shall be deemed to be permitted by Section 5.01(b)(xiv) and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably kept confidential in accordance with the business or operations terms of the Company or any of its Subsidiaries, (ii) require the Company or any of its Subsidiaries to take any action that would conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above that takes effect or is effective prior to the ClosingConfidentiality Agreement; provided, thatthat Parent shall be permitted to disclose such information to the Financing sources, for the avoidance of doubt, this clause (iii) shall solely apply to any equity or debt financing contemplated to be provided at Closing in connection with the consummation rating agencies and prospective lenders during syndication of the Transactions Financing, as applicable, subject to such Financing sources, rating agencies and shall not apply prospective lenders and investors entering into customary confidentiality undertakings with respect to any debt or equity financing raised by the Company from the date hereof until the Effective Time (orsuch information, if earlier, the valid termination of this Agreement in accordance with Article VII), (iv) require the Company or any of its Subsidiaries to bear any out-of-pocket cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity, in each case effective prior as applicable. Prior to the Closing, or (v) cause any director, officer or employee Parent shall use good faith efforts to enter into a replacement loan agreement on terms acceptable to Parent for the Payoff Debt identified on Section 6.22 of the Company or any of its Subsidiaries to incur any personal liabilityDisclosure Schedule with the lender party thereto.

Cooperation with Financing. The Company Prior to the Closing, the Sellers and the Surviving Company shall use their commercially reasonable best efforts to, and shall use their commercially reasonable efforts to cause their Subsidiaries the Company’s employees, Affiliates, officers, advisors, agents and their respective Representatives representatives to use their commercially reasonable best efforts to, provide such cooperation cooperate with the Buyer, in each case at the sole expense of the Buyer, in connection with the Buyer’s arrangement of any equity Financing to be consummated prior to or contemporaneously with the Closing in respect of the transactions contemplated by this Agreement, including (a) any refinancing or replacement of the existing, or the arrangement of any new, facility for indebtedness of the Company, (b) the Buyer entering into customary agreements in connection with debt financing for financing, (c) participating in meetings, due diligence sessions and presentations, (d) the Surviving Company Buyer’s preparation of rating agency presentations, private placement memoranda, prospectuses and similar documents, and all materials, including financial statements, projections and pro forma presentations, reasonably necessary or any desirable in connection therewith, (e) using commercially reasonable efforts to obtain comfort letters of its Subsidiaries accountants and legal opinions, and (f) providing the cooperation and documents described in Section 6.16 with respect to title insurance and surveys, and otherwise making available documents and information relating to the Company, in the case of each of (a) through (f) as may be reasonably requested by Parent, including participating in a reasonable number of meetings, presentations and sessions the Buyer; provided that the foregoing clauses (a) through (f) do not (i) unreasonably interfere with prospective financing sources and investors, including direct contact between appropriate members of senior management the ongoing operations of the Company, on the one hand, and the prospective equity (ii) cause any representation or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything warranty in this Agreement to the contrarybe breached, (aiii) the Company shall cause any condition to Closing set forth in Article VII to fail to be deemed to have complied with this Section 5.12 for all purposes satisfied or otherwise cause any breach of this Agreement or any Material Contract to which the Company is a party or (including Article VIiv) unless involve any binding commitment by the failure Company which commitment is not conditioned on the Closing or does not otherwise terminate without Liability to obtain such equity the Company upon the termination of this Agreement. Notwithstanding the foregoing, in no event shall the Company or debt financing results from the Company’s Willful Breach of any Seller be obligated to pay any money to any Person or to offer or grant any other financial or other accommodations to any Person in connection with its obligations under this Section 5.12), (b) any action taken by the Company or any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 shall be deemed to be permitted by Section 5.01(b)(xiv) and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (ii) require the Company or any of its Subsidiaries to take any action that would conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above that takes effect or is effective prior to the Closing; provided, that, for the avoidance of doubt, this clause (iii) shall solely apply to any equity or debt financing contemplated to be provided at Closing in connection with the consummation of the Transactions and shall not apply to any debt or equity financing raised by the Company from the date hereof until the Effective Time (or, if earlier, the valid termination of this Agreement in accordance with Article VII), (iv) require the Company or any of its Subsidiaries to bear any out-of-pocket cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity, in each case effective prior to the Closing, or (v) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability6.5.

Cooperation with Financing. The Company and (a) Prior to the Surviving Company Closing, Seller shall use their commercially reasonable best efforts to, and shall cause their Subsidiaries and their respective Representatives each of the Company Group Entities to use their commercially reasonable best efforts to, provide to Buyer, at Buyer’s sole cost and expense, such cooperation as is reasonably requested by Buyer in connection with the arrangement of any equity or debt financing for Financing (including by preparing the Surviving Company Required Financial Information); provided that (1) nothing herein shall require such cooperation to the extent it would (a) require Seller or any of its Subsidiaries as may be reasonably requested by Parent, including participating in a reasonable number of meetings, presentations and sessions with prospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the prospective equity or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything in this Agreement to the contrary, (a) the Company shall be deemed Group Entities to have complied with this Section 5.12 for all purposes waive or amend any terms of this Agreement (including Article VI) unless or to agree to pay any fees or reimburse any expenses prior to the failure to obtain such equity Closing for which it has not received prior reimbursement by or debt financing results from the Company’s Willful Breach on behalf of its obligations under this Section 5.12)Buyer, (b) require any action taken by the Company Outdoor Group Entity to give any indemnities or incur any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 shall be deemed to be permitted by Section 5.01(b)(xiv) and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (ii) require the Company or any of its Subsidiaries to take any action liabilities that would conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above that takes effect or is effective prior to the Closing; provided, that, for the avoidance of doubt, this clause (iii) shall solely apply to any equity or debt financing contemplated to be provided at Closing in connection with the consummation of the Transactions and shall not apply to any debt or equity financing raised by the Company from the date hereof until the Effective Time (or, if earlier, the valid termination of this Agreement in accordance with Article VII), (iv) require the Company or any of its Subsidiaries to bear any out-of-pocket cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity, in each case are effective prior to the Closing, (c) require Seller or any Spin-Off Entity to give any indemnity whether prior to or following the Closing or (vd) cause impose any directorobligation or liability on Seller or the Spin-Off Entities following the Closing, officer (2) nothing herein shall require such cooperation from Seller or employee any Company Group Entity to the extent it would unreasonably interfere with the ongoing operations of Seller or any Company Group Entity, (3) no action, liability or obligation of the Outdoor Group Entities under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing, and neither Seller nor any Spin-Off Entity shall have any liability or obligation under any certificate, agreement, arrangement, document or instrument relating to the Financing whether prior to or following the Closing, (4) neither Seller nor the Company Group Entities shall be required to issue any offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in relation to the Financing and (5) nothing herein shall require Persons who are managers or directors of any Outdoor Group Entity in their capacity as such to pass resolutions or consents to approve or authorize the Financing on or prior to Closing, and no Person who is a manager or director of Seller or any of its Subsidiaries Spin-Off Entity shall be required in their capacity as such to incur any personal liabilitypass resolutions or consents to approve or authorize the Financing whether prior to or following the Closing.

Cooperation with Financing. (a) The Company and the Surviving Company shall use their its commercially reasonable best efforts to, and shall cause their its Subsidiaries and its and their respective Representatives to use their commercially reasonable best efforts to, on a timely basis, upon the reasonable request of Parent or any of its Subsidiaries, provide such customary cooperation that is necessary and customary in connection with the arrangement or any debt, equity, equity-linked or other financing of any equity or debt financing for the Surviving Company Parent or any of its Subsidiaries in connection with the Merger and the other Transactions (collectively, the “Financing”), including the following: (i) furnishing, or causing to be furnished, to Parent and the Financing Parties and their respective agents the financial information regarding the Company and its Subsidiaries (and any other Subsidiaries of the Company formed or acquired after the date of this Agreement) as may be reasonably requested by Parent, including participating in a reasonable number of meetings, presentations and sessions with prospective financing sources and investors, including direct contact between appropriate members of senior management Parent that is of the Companytype customarily included in (x) a bank information memorandum or (y) a prospectus supplement, on the one hand, and the prospective equity offering memorandum or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything in this Agreement to the contrary, (a) the Company shall be deemed to have complied with this Section 5.12 for all purposes of this Agreement (including Article VI) unless the failure to obtain such equity or debt financing results from the Company’s Willful Breach of its obligations under this Section 5.12), (b) any action taken by the Company or any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 shall be deemed offering document to be permitted by Section 5.01(b)(xiv) and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably used in connection with the business or operations of the Company or any of its SubsidiariesFinancing, (ii) require the Company or any of its Subsidiaries to take any action it being understood that would conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above case that takes effect or is effective prior to the Closing; provided, thatFinancing includes an offering of securities on a registered basis such information shall include the information required by Regulation S-X and Regulation S-K under the Securities Act (but which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non- guarantor information); provided that (I) the Company and its Subsidiaries shall only be obligated to deliver such information to the extent such information may be reasonably obtained from the books and records of the Company and its Subsidiaries and (II) the Company and its Subsidiaries shall not be obligated to furnish any of the Excluded Information; provided further that this clause (iiii) shall solely apply in no respect require the preparation of any financial statements not otherwise prepared by the Company in the ordinary course of business on the timeline prepared in the ordinary course; (ii) to any equity or debt financing contemplated to be provided at Closing in connection with the extent necessary for the consummation of the Transactions Financing, and shall not apply customary for financings of such type, using reasonable best efforts to any debt or equity financing raised by obtain and deliver the consent of the independent accountants of the Company from and its Subsidiaries to use their audit reports with respect to the date hereof until the Effective Time (or, if earlier, the valid termination financial statements furnished pursuant to Section 6.05(a)(i) in any registration statement of this Agreement in accordance with Article VII), (iv) require the Company Parent or any of its Subsidiaries filed with the SEC relating to bear any out-of-pocket cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnitysuch Financing, in each case effective prior to the Closing, or (v) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability.where such financial statements are included; 48 #92864921v30