Common use of Financing-Related Cooperation Clause in Contracts

Financing-Related Cooperation. The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants and legal opinions as may be reasonably requested by Holdings and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters, provided that Holdings and Merger Sub shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected thereby. In addition, in conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Holdings, to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company and its Subsidiaries; provided that no call for redemption or prepayment shall be irrevocably made until contemporaneously with or after the Effective Time. Holdings and Merger Sub shall use their commercially reasonable best efforts to cause the Financing to be fulfilled in accordance with the terms of the Commitment Letters.

Financing-Related Cooperation. The Company agrees to provide, and will cause its Subsidiaries and its and their respective directors, officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, documents or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants and legal opinions documents as may be reasonably requested required by Holdings Parent and taking such other actions as are reasonably required to be by taken by the Company; provided that all such agreements, letters, and instruments executed by the Company are unilaterally revocable by the Company as to the Company prior to the Effective Time without notice or penalty of any kind and do not obligate the Company to pay any fees or expenses to such financing sources prior to the Effective Time; provided further that Parent shall use commercially reasonable efforts to ensure that the disclosures made by Parent in response to representations and warranties contained in any financing agreements executed by Parent in respect of the transactions contemplated by this Agreement are not materially inconsistent with the corresponding disclosures contained in the Commitment LettersCompany Disclosure Letter with respect to the same or similar matters; and provided further, provided that Holdings and Merger Sub Parent shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected thereby. In addition, in conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of HoldingsParent, to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company and its Subsidiaries; provided that no call for redemption or prepayment shall be irrevocably made until contemporaneously with or after the Effective Time. Holdings and Merger Sub shall use their commercially reasonable best efforts to cause the Financing to be fulfilled in accordance with the terms of the Commitment Letters.

Financing-Related Cooperation. The Parent agrees to use its commercially reasonable efforts to obtain the financing necessary to consummate the Merger. Subject to the final sentence of this Section 5.3, the Company agrees to use its commercially reasonable efforts to provide, and will to cause its Subsidiaries and its and their respective directors, officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, documents or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants and legal opinions documents as may be reasonably requested required by Holdings Parent and taking such other actions as are reasonably required to be taken by the Company; provided that all such agreements, letters, and instruments executed by the Company are unilaterally revocable by the Company as to the Company prior to the Effective Time without notice or penalty of any kind and do not obligate the Company to pay any fees or expenses to such financing sources prior to the Effective Time; provided further that Parent shall use commercially reasonable efforts to ensure that the disclosures made by Parent in response to representations and warranties contained in any financing agreements executed by Parent in respect of the transactions contemplated by this Agreement are not materially inconsistent with the corresponding disclosures contained in the Commitment LettersCompany Disclosure Schedule (or with the information provided pursuant to the following sentence) with respect to the same or similar matters; and provided further, provided that Holdings and Merger Sub Parent shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's ’s business and results of operations would be materially adversely affected thereby. The Company also agrees, solely for the purposes of facilitating any financing to be consummated in connection with the transactions contemplated by this Agreement, to use commercially reasonable efforts to provide any additional disclosure information that is reasonably requested by either Parent or the sources of such financing. In addition, in conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of HoldingsParent, to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company and its SubsidiariesCompany; provided that no call for redemption or prepayment shall be irrevocably made until contemporaneously with or after the Effective Time. Holdings and Merger Sub shall use their commercially reasonable best efforts to cause The Company’s obligations in connection with the Financing arrangement of any financing set forth above in this Section 5.3 are contingent upon Parent furnishing the Company with written evidence that such financing sources agree to be fulfilled bound by the Confidentiality Agreement (as defined in accordance with Section 6.1 below) to the terms of the Commitment Letterssame extent that Parent is so bound.

Financing-Related Cooperation. The Company agrees to provide(a) Each of Parent and Merger Sub shall comply, and will shall cause its Subsidiaries and its and affiliates to comply, with their respective officersobligations under the Commitment Letter (including, employees and advisors to providewithout limitation, all cooperation reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with receipt or at or after the expiration funding of the Effective Time Equity Commitment) and shall use reasonable best efforts to obtain the funding contemplated by the Commitment Letter (including, if necessary, any bridge financing contemplated under the Commitment Letter). Parent and Merger Sub shall use reasonable best efforts to enter into definitive financing agreements within 15 business days of the date of this Agreement, and in respect any event prior to the Outside Date. If the Commitment Letter is terminated by Lender or such funds shall not otherwise be available, Parent and Merger Sub shall use reasonable best efforts to obtain an alternative source or sources for the Transaction Financing on terms reasonably acceptable to Company. Parent and Merger Sub will not amend, terminate or waive any provisions of the Commitment Letter without the prior written consent of Company if the effect thereof would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions, road shows, Agreement or adversely affect the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate consummation of the chief financial officer Offer or the Merger. Neither Parent, Merger Sub nor any of their respective affiliates shall knowingly attempt, directly or indirectly, to induce or encourage Lender not to fund any of the Company with respect to solvency matters, comfort letters of accountants and legal opinions as may be reasonably requested by Holdings and taking such other actions as are reasonably required to be taken by the Company financing provided for in the Commitment Letters, provided that Holdings Letter. Parent and Merger Sub shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the will promptly following Company's business and results of operations would be materially adversely affected thereby. In addition, in conjunction request provide Company with such information as Company may reasonably request regarding the obtaining of any such financing, the Company agrees, at the reasonable request of Holdings, to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness status of the Company and its Subsidiaries; provided that no call for redemption Transaction Financing (including copies of the draft or prepayment shall be irrevocably made until contemporaneously with or after the Effective Timedefinitive financing agreements). Holdings Parent and Merger Sub shall use will provide prompt written notice to Company of any notice by the Lender or the lender or lenders of any substitute financing of its or their commercially reasonable best efforts unwillingness or inability to cause provide the Transaction Financing to be fulfilled in accordance with and the terms of the Commitment Lettersstated reasons therefor, if known.

Financing-Related Cooperation. The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the expiration of the Offer or the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants and legal opinions as may be reasonably requested by Holdings the Parent and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters, provided that the Parent, Holdings and Merger Sub shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected thereby. In addition, in conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Holdingsthe Parent, to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company and its Subsidiaries; provided that no call for redemption or prepayment shall be irrevocably made (including as such irrevocability may be determined by the terms of any such indebtedness) until Merger Sub has purchased shares of Company Common Stock pursuant to the Offer, and no such prepayment or redemption shall itself actually be made until contemporaneously with or after the Effective Time. Holdings and Merger Sub shall use their commercially reasonable best efforts to cause the Financing to be fulfilled in accordance with the terms of the Commitment Letters.

Financing-Related Cooperation. The Sellers shall cause each Company agrees to provide, and will the Companies shall cause its their Subsidiaries and its and their respective directors, officers, employees employees, auditors, legal counsel and other advisors to provide, all such cooperation as is reasonably necessary in connection with the arrangement of any financing by Purchaser, for purposes of obtaining the Consideration and other payments to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect of the transactions contemplated made by Purchaser pursuant to this Agreement, including including, without limitation, participation in meetingsmeetings with lenders and investors, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documentsdrafting sessions, the execution and delivery by any Company and its Subsidiaries of any commitment letters, underwriting loan, underwriting, placement or placement similar agreements, pledge and security documents, other definitive the delivery of opinions of counsel to any Company and its Subsidiaries covering the matters customarily covered by opinions of counsel in connection with any such financing documentsand “comfort” letters (or, or other requested certificates or documentsin the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, including a certificate of an “agreed upon procedures” letter) executed by the chief financial officer of independent public accountants who have certified the Company with respect to solvency matters, comfort letters of accountants and legal opinions as may be reasonably requested by Holdings Companies’ Audited Financial Statements and taking such other actions related to such financing as are reasonably required by Purchaser, including Sellers providing reasonable assistance to be taken Purchaser in connection with Purchaser’s preparing or having prepared a reviewed version of the Unaudited Financial Statements, audited financial statements and auditor consents, all as reasonably deemed necessary and appropriate by Purchaser’s lenders in connection with obtaining such financing and to enable Purchaser to comply with its post-acquisition disclosure obligations as required by the Company in the Commitment Letters, provided that Holdings Securities and Merger Sub shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected thereby. In addition, in conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Holdings, to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company and its Subsidiaries; provided that no call for redemption or prepayment shall be irrevocably made until contemporaneously with or after the Effective Time. Holdings and Merger Sub shall use their commercially reasonable best efforts to cause the Financing to be fulfilled in accordance with the terms of the Commitment LettersExchange Commission.

Financing-Related Cooperation. The Company agrees Without prejudice to provideSection 8.04, on or prior to the Closing Date, Seller shall use commercially reasonable efforts to assist, and will shall cause its Subsidiaries and its and their respective officersAffiliates to use commercially reasonable efforts to assist, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of any financing to the Debt Financing as may be consummated contemporaneously with or at or after the expiration reasonably requested by Purchaser, including by making senior management of the Effective Time Business and the Transferred Entities reasonably available to (a) participate in respect of the transactions contemplated by this Agreementmeetings (including lender meetings), including participation in meetings, due diligence sessionspresentations, road shows, due diligence and drafting sessions and sessions with rating agencies, in each case, as necessary to consummate the Debt Financing; (b) assist with the preparation of materials for rating agency presentations, offering memorandadocuments, private placement memoranda, bank information memoranda, prospectuses and similar documentsdocuments necessary in connection with the Debt Financing; (c) subject to Section 5.01 of this Agreement, furnish Purchaser and its financing sources financial and other pertinent information regarding the execution Business and delivery the Transferred Entities as may be reasonably requested by Purchaser to consummate the Debt Financing; (d) request from the appropriate person, and use commercially reasonable efforts to obtain, such consents, legal opinions, surveys and title insurance as reasonably requested by Purchaser, and in each case, as required to consummate the Debt Financing; (e) subject to Section 5.01 of this Agreement, cooperate with prospective lenders involved in the Debt Financing to provide access to the Business’ and the Transferred Entities’ 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); and (f) execute and deliver at Closing any commitment letters, underwriting or placement agreements, customary pledge and security documents, other definitive financing documents or other customary documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants and legal opinions in each case as may be reasonably requested by Holdings Purchaser to the extent necessary to consummate the Debt Financing, and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters, provided that Holdings and Merger Sub shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected thereby. In addition, in conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Holdings, to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company and its Subsidiaries; provided that no call for redemption or prepayment shall be irrevocably made until contemporaneously with or after the Effective Time. Holdings and Merger Sub shall use their commercially reasonable best efforts to cause the Financing Business and the Transferred Entities to establish bank and other accounts and blocked account agreements and lock-box arrangements in connection with the Debt Financing; provided, that Seller shall not be required to provide, or cause any of the Transferred Entities to provide, cooperation under this Section 5.09 that: (i) unreasonably interferes with the ongoing business of the Transferred Entities or the Business; (ii) causes any representation, warranty or covenant in this Agreement to be fulfilled breached; or (iii) causes any closing condition set forth in Article III to fail to be satisfied or otherwise causes the breach of this Agreement. Purchaser shall (A) promptly after the earlier of Closing and the date this Agreement is terminated in accordance with the terms Section 11.01, reimburse Seller for all reasonable, documented out-of-pocket costs and expenses incurred by Seller or any of the Commitment Lettersits Affiliates in connection with their compliance with this Section 5.09 and (B) indemnify and hold Seller and its Affiliates harmless against any Losses suffered by Seller or any of its Affiliates as a result of or in connection with its cooperation under this Section 5.09.