Financing Cooperation (a) Prior to the Closing, if requested by Buyer upon reasonable advance notice and so long as such cooperation does not unreasonably interfere with the ongoing operations of the Acquired Companies, Seller shall use its reasonable best efforts and shall cause the Acquired Companies, and their respective Representatives to use their reasonable best efforts, to provide all cooperation and assistance reasonably requested by Buyer to assist Buyer in connection with Buyer’s efforts to obtain debt financing in connection with the arrangement, syndication, marketing and consummation of any debt financing the proceeds of which are to be used to fund at the Closing a portion of the Purchase Price or other amounts payable by Buyer pursuant to this Agreement (the “Debt Financing”), including in connection with the arrangement, syndication, marketing and consummation of the Debt Financing. Such actions may include: (i) arranging for senior management of the Acquired Companies participation in a reasonable number of meetings with debt financing sources, (ii) making officers and employees reasonably available for a reasonable number of meetings, conference calls, presentations, due diligence sessions, road shows and drafting sessions and to assist in the preparation of Financing Materials, (iii) assisting Buyer with the preparation of definitive financing documents for the Debt Financing, (iv) furnishing Buyer, its Affiliates and the Debt Financing sources with copies of such financial and operating data customarily required for completion of similar debt financings, including the Financing Statements; provided, that in no event shall Seller, the Acquired Companies, their Affiliates or their respective Representatives be required to provide any pro forma financial statements or projections (v) using their reasonable best efforts to take such actions as are reasonably requested by Buyer to facilitate the satisfaction on a timely basis of all conditions precedent within Seller’s or its Affiliate’s control to obtaining the Debt Financing, (vi) requesting its independent accountants to provide reasonable assistance to Buyer in connection with the Debt Financing, and (vii) taking all corporate or organizational action necessary to permit the consummation of any debt financing; provided, that the foregoing shall not require the adoption of any corporate resolutions or actions that would be effective prior to the Closing Date. Notwithstanding the foregoing, neither Seller nor any of their Affiliates or Representatives (including, until the Closing, the Acquired Companies) shall be required to (A) provide such cooperation or assistance that in the good faith judgment of Seller, (1) unreasonably interferes with the ongoing business or operations of Seller and its Affiliates, including the Acquired Companies (2) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller or the Acquired Companies, (3) be reasonably expected to cause any director, officer or employee of Seller or the Acquired Companies to incur any personal liability, or (4) cause any breach of any applicable law, (B) pay any commitment or other fee or incur any costs or expenses (that are not promptly reimbursed by Buyer) in connection with any debt financing, (C) incur any material liability or any obligation under any agreement or document in connection with any debt financing, (D) execute prior to the Closing any definitive financing documents (other than customary authorization letters) in connection with any debt financing, or (E) take any corporate or organizational action approving any debt financing which is not contingent upon the Closing or that would be effective prior to the Closing.
