Common use of Cooperation in Financing Clause in Contracts

Cooperation in Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Document in a timely manner including by (i) maintaining in effect the Debt Financing Document, (ii) satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Financing Document that are within their respective control, (iii) consummating the Debt Financing, and (iv) fully enforcing the parties’ obligations (and the rights of Parent and Merger Sub) under the Debt Financing Document in the event that all conditions applicable to Parent and Merger Sub contained in the Debt Financing Document have been satisfied. In addition, Parent and Merger Sub shall pay, when due, all commitment fees and other fees arising under the Debt Financing Documents as and when they become due and payable thereunder. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Financing Document, (x) Parent and Merger Sub shall promptly notify the Company and (y) Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Debt Financing that is available, to consummate the Transactions with terms and conditions that are not less favorable to Parent and Merger Sub (as determined in the reasonable discretion of Parent and Merger Sub) than the terms and conditions set forth in the Debt Financing Document as promptly as practicable following the occurrence of such event (the “Alternative Financing”). Parent shall promptly provide a true, correct and complete copy of the commitment letter in connection with an Alternative Financing ("Alternative Financing Document") (together with a copy of any related fee letter with the fee amounts, pricing caps and other economic terms redacted) to the Company. In the event Alternative Financing is obtained, any reference in this Agreement to “Debt Financing” shall include Alternative Financing and any reference to “Debt Financing Document” shall include Alternative Financing Document. (b) Neither Parent nor Merger Sub shall amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Debt Financing Document to (i) reduce the aggregate amount of the Debt Financing such that the aggregate funds that would be available to Parent or Merger Sub on the Closing Date would not be sufficient to complete the Transactions contemplated hereunder on the Closing Date or (ii) impose new or additional conditions to the Debt Financing or otherwise expand, amend or modify the Debt Financing in a manner that would reasonably be expected to (A) prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions, (B) adversely impact in any material respect the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Financing Document, or (C) prevent or materially delay the ability of the Company to satisfy its obligation under Section 6.14 (c)(ix), in each case, without the prior written consent of the Company Board (such consent not to be unreasonably withheld, conditioned or delayed). Upon knowledge of any of the following, Parent shall promptly (and in any event within two (2) Business Days) notify the Company of (i) the expiration or termination (or attempted or purported termination, whether or not valid) of any Debt Financing Document, (ii) any breach of any material provisions of any of the Debt Financing Documents by any party thereto or (iii) any refusal by the parties to the Debt Financing Document to provide, or any stated intent in writing by the parties to the Debt Financing Document to refuse to provide, or expression of concern or reservation by the parties to the Debt Financing Document regarding their obligation and/or ability to provide, the full financing contemplated by the Debt Financing Document. (c) The Company agrees to use reasonable best efforts to provide, and shall instruct each of its Subsidiaries and each of their respective officers, employees and Representatives to provide to Parent and Merger Sub (at Parent’s sole cost and expense), all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing , including, without limitation: (i) participation in a reasonable number of meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company with Representatives of Parent and its Debt Financing sources; (ii) assisting in the preparation of bank information memoranda, rating agency presentations, and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing (provided that such materials shall contain disclosure and financial statements reflecting the Surviving Company as obligor) (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and delivery of one or more customary representation letters); (iii) as promptly as practicable, furnishing Parent and its Debt Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries customarily required for financing of the type contemplated under the Debt Financing Document (including pursuant to Exhibit C of the Debt Financing Document); (iv) cooperating with advisors, consultants and accountants of Parent or its Debt Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any Subsidiary of the Company, including for the purpose of establishing collateral eligibility and values; (v) executing and delivering any customary officer certificates as may be reasonably requested by Parent; (vi) facilitating the securing or pledging of collateral and executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents, provided that any collateral or security granted to secure the Financing and any obligations of the Company or any of its Subsidiaries under any such definitive documents shall be contingent upon the occurrence of the Closing; (vii) taking all actions reasonably necessary to permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; (viii) furnishing Parent, Merger Sub and their Representatives promptly, and in any event at least 2 Business Days prior to the Closing Date (to the extent requested by Parent or Merger Sub in writing at least 10 Business Days prior to the Closing Date), with all documentation and other information required with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations; and (ix) with respect to the Debt Financing only, establishing and maintaining a segregated bank account (the "CMB Account") with China Merchants Bank Co., Ltd., Chongqing branch, and depositing into such account the RMB amount specified in the Debt Financing Document under the heading "Cash Pledge Accounts" (the "Cash Deposit") at least three (3) Business Days prior to Closing, and maintaining such Cash Deposit in the CMB Account up to and including the date of Closing. provided that (1) nothing herein shall require any of the foregoing cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries, and (2) neither the Company nor any of the Company’s Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing prior to the Closing; provided further that neither the Company nor any of the Company's Subsidiaries shall be considered required to pay any commitment fee or similar fee or incur any liability with respect to this clause (2) if Parent or Merger Sub pays for such commitment fee or similar fee. Each of Parent and Merger Sub shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with the foregoing cooperation and shall indemnify and hold harmless the Company, the Company’s Subsidiaries and their respective directors, officers, employees, agents and other representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and/or Alternative Financing and any information utilized in connection therewith to the fullest extent permitted by applicable Law and with appropriate contribution to the extent such indemnification is not available, and the Limited Guarantees shall guarantee the obligations of Parent and Merger Sub pursuant to this sentence of this Section 6.14(c). (d) The Company hereby consents to the use of its and its Subsidiaries' logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries.

Cooperation in Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing and/or Alternative Financing (as defined below) on the terms and conditions described in the Debt Financing Document in a timely manner or the Alternative Financing Document (as defined below), including by (i) maintaining in effect the Debt Financing Document and/or the Alternative Financing Document, as applicable, (ii) satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Financing Document and/or the Alternative Financing Document that are within their respective control, (iii) consummating the Debt Financingfinancing contemplated by the Financing Document and/or the Alternative Financing Document, and (iv) fully enforcing the parties’ obligations (and the rights of Parent and Merger Sub) under the Debt Financing Document and/or the Alternative Financing Document in the event that all conditions applicable to Parent and Merger Sub contained in the Debt Financing Document and/or the Alternative Financing Document have been satisfied. In addition, Parent and Merger Sub shall pay, when due, all commitment fees and other fees arising under the Debt Financing Documents as and when they become due and payable thereunder. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Financing Document, (x) Parent and Merger Sub shall promptly notify the Company and (y) Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Debt Financing that is available, sufficient to consummate the Transactions with terms and conditions that are not less favorable to Parent and Merger Sub (as determined in the reasonable discretion of Parent and Merger Sub) than the terms and conditions set forth in the Debt Financing Document as promptly as practicable following the occurrence of such event (the “Alternative Financing”). Parent shall promptly provide a true, correct and complete copy of the commitment letter in connection with an Alternative Financing ("“Alternative Financing Document"”) (to the Company, together with a copy of any related fee letter letter, with the fee amounts, pricing caps and other economic terms redacted) to the Company. In the event Alternative Financing is obtained, any reference in this Agreement to “Debt Financing” shall include Alternative Financing and any reference to “Debt Financing Document” shall include Alternative Financing Document. (b) Neither Parent nor Merger Sub shall amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Debt Financing Document to (i) reduce the aggregate amount of the Debt Financing such that the aggregate funds that would be available to Parent or Merger Sub on the Closing Date would not be sufficient to complete the Transactions contemplated hereunder on the Closing Date or (ii) impose new or additional conditions to the Debt Financing or otherwise expand, amend or modify the Debt Financing in a manner that would reasonably be expected to (A) prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions, (B) adversely impact in any material respect the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Financing Document, or (C) prevent or materially delay the ability of the Company to satisfy its obligation under Section 6.14 (c)(ix), in each case, without the prior written consent of the Company Board (such consent not to be unreasonably withheld, conditioned or delayed). Upon knowledge of any of the following, Parent shall promptly (and in any event within two (2) Business Days) notify the Company of (i) the expiration or termination (or attempted or purported termination, whether or not valid) of any Debt Financing Document, (ii) any breach of any material provisions of any of the Debt Financing Documents by any party thereto or (iii) any refusal by the parties to the Debt Financing Document to provide, or any stated intent in writing by the parties to the Debt Financing Document to refuse to provide, or expression of concern or reservation by the parties to the Debt Financing Document regarding their obligation and/or ability to provide, the full financing contemplated by the Debt Financing Document. (c) The Company agrees to use reasonable best efforts to provide, and shall instruct each of its Subsidiaries and each of their respective officers, employees and Representatives to provide to Parent and Merger Sub (at Parent’s sole cost and expense), all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing , including, without limitation: (i) participation in a reasonable number of meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company with Representatives of Parent and its Debt Financing sources; (ii) assisting in the preparation of bank information memoranda, rating agency presentations, and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing (provided that such materials shall contain disclosure and financial statements reflecting the Surviving Company as obligor) (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and delivery of one or more customary representation letters); (iii) as promptly as practicable, furnishing Parent and its Debt Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries customarily required for financing of the type contemplated under the Debt Financing Document (including pursuant to Exhibit C of the Debt Financing Document); (iv) cooperating with advisors, consultants and accountants of Parent or its Debt Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any Subsidiary of the Company, including for the purpose of establishing collateral eligibility and values; (v) executing and delivering any customary officer certificates as may be reasonably requested by Parent; (vi) facilitating the securing or pledging of collateral and executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents, provided that any collateral or security granted to secure the Financing and any obligations of the Company or any of its Subsidiaries under any such definitive documents shall be contingent upon the occurrence of the Closing; (vii) taking all actions reasonably necessary to permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; (viii) furnishing Parent, Merger Sub and their Representatives promptly, and in any event at least 2 Business Days prior to the Closing Date (to the extent requested by Parent or Merger Sub in writing at least 10 Business Days prior to the Closing Date), with all documentation and other information required with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations; and (ix) with respect to the Debt Financing only, establishing and maintaining a segregated bank account (the "CMB Account") with China Merchants Bank Co., Ltd., Chongqing branch, and depositing into such account the RMB amount specified in the Debt Financing Document under the heading "Cash Pledge Accounts" (the "Cash Deposit") at least three (3) Business Days prior to Closing, and maintaining such Cash Deposit in the CMB Account up to and including the date of Closing. provided that (1) nothing herein shall require any of the foregoing cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries, and (2) neither the Company nor any of the Company’s Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing prior to the Closing; provided further that neither the Company nor any of the Company's Subsidiaries shall be considered required to pay any commitment fee or similar fee or incur any liability with respect to this clause (2) if Parent or Merger Sub pays for such commitment fee or similar fee. Each of Parent and Merger Sub shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with the foregoing cooperation and shall indemnify and hold harmless the Company, the Company’s Subsidiaries and their respective directors, officers, employees, agents and other representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and/or Alternative Financing and any information utilized in connection therewith to the fullest extent permitted by applicable Law and with appropriate contribution to the extent such indemnification is not available, and the Limited Guarantees shall guarantee the obligations of Parent and Merger Sub pursuant to this sentence of this Section 6.14(c). (d) The Company hereby consents to the use of its and its Subsidiaries' logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries.