Financing Cooperation Prior to the Closing, the Sellers shall use reasonable best efforts to provide to Purchaser all reasonable cooperation reasonably requested by Purchaser that is necessary in connection with the Debt Financing, including (x) using reasonable best efforts to (a) participate, at reasonable times and upon reasonable notice, in a reasonable number of meetings (including customary meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing, (b) assist Purchaser and its Financing Sources in the preparation of customary offering memoranda, bank information memoranda, rating agency presentations and lender presentations relating to the Debt Financing, (c) cooperate with the marketing efforts of Purchaser and its Financing Sources for all or any portion of the Debt Financing, (d) provide and execute documents as may be reasonably requested by Purchaser or its Financing Sources, (e) execute and deliver any pledge and security documents and otherwise facilitate the pledging of collateral, and (f) provide such information about powers of attorney executed on behalf of the Transferred Entities as may be reasonably requested by Purchaser or its Financing Sources, and (y) using commercially reasonable efforts to assist in obtaining accountant's comfort letters and legal opinions reasonably requested by Purchaser and customary for financings similar to the Debt Financing; provided, however, that, (i) irrespective of the above, no obligation of the Sellers or any of their Affiliates under any certificate, document or instrument shall be effective until the Closing and none of the Sellers or any of their Affiliates shall be required to take or commit to take any action under any certificate, document or instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Closing) or that would be effective prior to the Closing, (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Sellers or their Affiliates or encumber any assets of the Sellers or their Affiliates, and (iii) none of the Sellers or any of their Affiliates shall be required to issue any offering or information document. Notwithstanding anything to the contrary in this Agreement (including the Alternative Financing contemplated by Section 5.18(c)), in no event shall Sellers or any of their Affiliates be obligated to provide Purchaser with any cooperation that would not otherwise be necessary in connection with the type of Debt Financing contemplated by the Debt Commitment Letter entered into by Purchaser as of the date hereof and attached as Exhibit C. None of the Sellers or any of their Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (unless such payment is promptly reimbursed by Purchaser) or incur any other liability in connection with the Debt Financing or any of the foregoing prior to the Closing. Purchaser shall indemnify and hold harmless the Sellers, their Affiliates and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing (including any action taken in accordance with this Section 5.19) and any information utilized in connection therewith (other than historical information relating to the Sellers or their Subsidiaries provided by the Sellers in writing specifically for use in the Debt Financing offering documents). Purchaser shall, promptly upon request by the Sellers, reimburse the Sellers for all documented and reasonable out-of-pocket costs (including reasonable fees and expenses of outside counsel and other advisors) incurred by the Sellers or their Affiliates in connection with this Section 5.19. The Sellers hereby consent to the use of their and their Subsidiaries’ logos in connection with the Debt Financing; provided that such logos shall be used solely in a manner customary for financing transactions of this type and in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Sellers or any of their Subsidiaries.
