Common use of Cooperation with Financing Clause in Contracts

Cooperation with Financing. From the date hereof until the Closing, Seller shall, and shall cause the Group Companies to, use their respective commercially reasonable efforts to, and to cause their Representatives and accountants to use their commercially reasonable efforts to provide all cooperation that is reasonably necessary and requested by Buyer in connection with the Financing. The Group Companies hereby consent to the reasonable use of the Group Companies’ trademarks, service marks and logos solely in connection with the Financing; provided, that such trademarks, service marks and logos are used in a manner that does not violate any existing material contractual obligation of the Group Companies and is not intended to or reasonably likely to harm or disparage the Group Companies. The provisions under this Section 7.5 shall apply equally to any alternative financing (including any new financing commitments) contemplated hereby. In addition to the foregoing, the Group Companies hereby agree to deliver to Buyer on or prior to the Closing Date the unaudited consolidated balance sheets and related statements of income and cash flows of the Group Companies as of and for each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) completed after December 31, 2020 and at least 45 days prior to the Closing Date. Notwithstanding the foregoing, it understood and agreed that Buyer shall have sole responsibility for the ultimate accuracy and completeness of any information provided to third parties in connection with its Financing or any alternative financing (including any new financing commitments), including the manner in which the Required Information is included therein, and neither the Group Companies nor any of their respective Affiliates or Representatives shall be liable, including but not limited to liability under Section 10 or Section 12 of the Securities Act, for the ultimate accuracy and completeness of the disclosures provided to prospective lenders and/or investors in connection with the Financing or any alternative financing (including any new financing commitments). Buyer further agrees that all projections and forward-looking statements included in any information provided to third parties in connection with its Financing or any alternative financing shall be included by Buyer in good faith and with reasonable basis after due consideration by Buyer of the underlying assumptions, estimates and other applicable facts and circumstances used by the Group Companies in any information provided by them to Buyer.

Cooperation with Financing. From Prior to the date hereof until the ClosingClosing and subject to Section 7.06, Seller shall, and shall cause the Group Companies to, use their respective commercially reasonable efforts to, and to cause their Representatives and accountants to use their commercially reasonable efforts to provide to Purchaser all reasonable cooperation requested by Purchaser that is reasonably necessary and requested by Buyer in connection with the Debt Financing. The Group Companies hereby consent ; provided, however, that (a) nothing herein shall require such cooperation to the reasonable use extent it would interfere unreasonably with the business or the other operations of Seller, the Company or any of their respective Subsidiaries and (b) neither Seller nor any of its Subsidiaries (including the Company) shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Closing. Except with respect to the payment by Seller of the Group Companies’ trademarks, service marks and logos solely Financing Break Fee (as contemplated in the definition of Base Purchase Price) or in connection with the Financing; providedFull Seller Advance Facility or the Partial Seller Advance Facility, in each case, if applicable, none of Seller or any of its Subsidiaries shall be required to take any action that such trademarks, service marks and logos are used in a manner that does not violate any existing material contractual obligation of the Group Companies and is not intended would subject it to or reasonably likely to harm or disparage the Group Companies. The provisions under this Section 7.5 shall apply equally to any alternative financing Liability (including the entry into any new financing commitments) contemplated hereby. In addition agreement), to the foregoing, the Group Companies hereby agree bear any cost or expense or to deliver to Buyer on pay any commitment or prior to the Closing Date the unaudited consolidated balance sheets and related statements of income and cash flows of the Group Companies as of and for each fiscal quarter other similar fee or make any other payment (other than the fourth fiscal quarter of reasonable out-of-pocket costs) or incur any fiscal year) completed after December 31, 2020 and at least 45 days prior other Liability or provide or agree to the Closing Date. Notwithstanding the foregoing, it understood and agreed that Buyer shall have sole responsibility for the ultimate accuracy and completeness of provide any information provided to third parties in connection with its Financing or any alternative financing (including any new financing commitments), including the manner in which the Required Information is included therein, and neither the Group Companies nor any of their respective Affiliates or Representatives shall be liable, including but not limited to liability under Section 10 or Section 12 of the Securities Act, for the ultimate accuracy and completeness of the disclosures provided to prospective lenders and/or investors indemnity in connection with the Debt Financing or any alternative financing of the foregoing. Except with respect to the payment by Seller of the Financing Break Fee (as contemplated in the definition of Base Purchase Price) or in connection with the Full Seller Advance Facility or the Partial Seller Advance Facility, in each case, if applicable, Purchaser shall indemnify and hold harmless Seller, its Subsidiaries and their respective Representatives from and against any and all Liabilities and losses suffered or incurred by them in connection with the arrangement of the Debt Financing (including any new financing commitmentsaction taken in accordance with this Section 5.06 and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries)). Buyer further agrees that Purchaser shall, promptly upon request by Seller, reimburse Seller for all projections documented and forwardreasonable out-looking statements included in any information provided to third parties in connection with its Financing of-pocket costs incurred by Seller or any alternative financing shall be included by Buyer in good faith and with reasonable basis after due consideration by Buyer of its Subsidiaries that are the underlying assumptions, estimates and other applicable facts and circumstances used by the Group Companies in any information provided by them financial responsibility of Purchaser pursuant to Buyerthis Section 5.06.

Cooperation with Financing. From Prior to the date hereof until Closing and (solely with respect to periods ending prior to the Closing) after the Closing, the Seller shall, and prior to the Closing shall cause the Group Companies Company to, use their respective commercially reasonable at the Buyer’s sole expense (except as specified below), cooperate as reasonably requested by the Buyer in connection with any of the Buyer’s financing efforts toor requirements of any securities regulatory authority or securities exchange with respect to the transactions contemplated hereby or otherwise involving Company information (the “Financing”), including (a) to prepare and provide copies, at the Company’s expense, of the Company’s audited financial statements for the fiscal year ending March 31, 2011 and all interim unaudited quarterly financial statements as soon as they are available, (b) to consent to the disclosure of the Company’s financial statements and other financial information in connection with any Financing, including in any filings with the Securities and Exchange Commission, other securities regulatory authority or securities exchange, and to cause their Representatives prospective financing parties, and accountants (c) to use their commercially reasonable efforts to cause its independent accountants to provide all assistance and cooperation that is reasonably necessary and requested by Buyer in connection with the Financing. The Group Companies hereby consent to , including requesting that the reasonable use of the Group Companies’ trademarks, service marks and logos solely independent accountants provide such consents or other documents that may be needed from such independent accountants in connection with any filings with the Securities and Exchange Commission, other securities regulatory authority, or securities exchange or any other disclosure of the Company’s financial statements or financial information in connection with any Financing; provided, however, that such trademarks, service marks and logos are used in a manner that does not violate any existing material contractual obligation of (i) unless effective only concurrent with or after the Group Companies and is not intended to or reasonably likely to harm or disparage the Group Companies. The provisions under this Section 7.5 shall apply equally to any alternative financing (including any new financing commitments) contemplated hereby. In addition to the foregoingEffective Time, the Group Companies hereby agree Company shall not be required to deliver to Buyer on or execute prior to the Closing Date the unaudited consolidated balance sheets and related statements of income and cash flows of the Group Companies as of and for each fiscal quarter (other than the fourth fiscal quarter of Effective Time any fiscal year) completed after December 31definitive financing documents, 2020 and at least 45 days prior to the Closing Date. Notwithstanding the foregoing, it understood and agreed that Buyer shall have sole responsibility for the ultimate accuracy and completeness of any information provided to third parties in connection with its Financing or any alternative financing (including any new financing commitments)credit or other agreements, including the manner in which the Required Information is included thereinpledge or security documents, and neither the Group Companies nor any of their respective Affiliates or Representatives shall be liableother certificates, including but not limited to liability under Section 10 legal opinions or Section 12 of the Securities Act, for the ultimate accuracy and completeness of the disclosures provided to prospective lenders and/or investors documents in connection with the Financing and (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company. Neither the Seller nor the Company shall be required to bear any alternative financing cost or expense or to pay any commitment or other similar fee or make any other payment in connection with the Financing prior to the Effective Time. The Buyer shall indemnify and hold harmless the Seller and its Affiliates (including the Company prior to the Effective Time) and their respective Representatives from and against any and all losses, liabilities, damages, obligations, payments, costs and expenses suffered or incurred by them in connection with the arrangement of the Financing (including any new financing commitments). Buyer further agrees that all projections action taken in accordance with this Section 7.17) and forward-looking statements included in any information provided to third parties in connection with its Financing or any alternative financing shall be included by Buyer in good faith and with reasonable basis after due consideration by Buyer of the underlying assumptions, estimates and other applicable facts and circumstances used by the Group Companies in any information provided by them to Buyerthe Seller or the Company utilized in connection therewith. The Buyer shall, promptly upon request by the Seller, reimburse the Seller for all reasonable out-of-pocket costs incurred by the Seller or the Company in connection with this Section 7.17.

Cooperation with Financing. From (a) During the date hereof until Interim Period, the ClosingCompany Parties will use reasonable efforts to cooperate with and assist the Purchaser in connection with obtaining any debt financing sought by the Purchaser to finance the transactions contemplated by this Agreement. Without limiting the foregoing, Seller shall, and shall cause the Group Companies to, Company Parties will use their respective commercially reasonable efforts to, and to cause their Representatives and accountants to use their commercially reasonable efforts to provide all cooperation that is reasonably necessary and requested by Buyer in connection with the Financing. The Group Companies hereby consent to arrangement of such debt financing as may be reasonably requested by the reasonable use of Purchaser, including (i) furnishing the Group Companies’ trademarks, service marks Purchaser and logos solely its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by the Purchaser in connection with the Financingdebt financing, (ii) reasonably cooperating with the Purchaser and its financing sources in obtaining the debt financing, including by making members of the Company’s senior management reasonably available to attend meetings and make presentations regarding the business and prospects of the Company, (iii) providing and executing documents as may be reasonably requested by the Purchaser solely with respect to closing such debt financing as of the Closing Date in connection with the transactions contemplated by this Agreement; provided, that the effectiveness of such trademarksdocuments is conditioned upon the occurrence of the Closing, service marks and logos are used in a manner (iv) reasonably facilitating the pledge of the Company’s collateral; provided, that does not violate any existing material contractual no obligation of the Group Companies Company under any such pledge will be effective until the Closing Date, and is provided, further, that the Company Parties will not intended be required to pay any commitment or reasonably likely to harm other similar fee or disparage incur any other liability, directly or indirectly, in connection with the Group Companies. The provisions under this Section 7.5 shall apply equally to any alternative debt financing (including any new financing commitments) contemplated hereby. In addition to the foregoing, the Group Companies hereby agree to deliver to Buyer on or prior to the Closing Date and no Company Party will be required to indemnify any Person in connection with the unaudited consolidated balance sheets and related statements of income and cash flows of the Group Companies as of and for each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) completed after December 31, 2020 and at least 45 days debt financing prior to the Closing Date. Notwithstanding All non-public or otherwise confidential information regarding the foregoing, it understood Company obtained by the Purchaser or its Representatives pursuant to this Section 5.7(a) will be kept confidential in accordance with the Confidentiality Agreement; provided that the Purchaser and agreed that Buyer shall have sole responsibility for the ultimate accuracy its Representatives will be permitted to disclose such information as necessary and completeness of any information provided to third parties in connection consistent with its Financing or any alternative financing (including any new financing commitments), including the manner in which the Required Information is included therein, and neither the Group Companies nor any of their respective Affiliates or Representatives shall be liable, including but not limited to liability under Section 10 or Section 12 of the Securities Act, for the ultimate accuracy and completeness of the disclosures provided to prospective lenders and/or investors customary practices in connection with the Financing or any alternative financing (including any new financing commitments). Buyer further agrees that all projections and forward-looking statements included in any information provided to third parties in connection with its Financing or any alternative financing shall be included by Buyer in good faith and with reasonable basis after due consideration by Buyer diligence investigation of the underlying assumptions, estimates lenders and other applicable facts and circumstances used any confidential information memorandum delivered to potential lenders in order to arrange any debt financing sought by the Group Companies in any Purchaser to finance the transactions contemplated by this Agreement so long as the parties who receive such information provided by them to Buyerare informed of the confidential nature of the information.

Cooperation with Financing. From (a) Prior to the date hereof Closing, the Company shall use and shall cause its Subsidiaries to use their respective reasonable best efforts to provide to the Purchaser, in each case at the Purchaser’s sole cost and expense, cooperation reasonably requested in connection with the Debt Financing, including as follows: (i) promptly providing the Lenders and their respective agents with (A) all financial statements, pro forma financial statements and other information regarding the Company and its Subsidiaries required to be delivered pursuant to paragraphs 5, 6 and 10 of Exhibit D to of the Debt Commitment Letters or is otherwise necessary to satisfy the conditions in connection with the Debt Financing and (B) customary letters to the Lenders authorizing the distribution of information to prospective lenders which may include customary representations to the Lenders that such information does not contain a material misstatement or omission and does not contain material non-public information with respect to the Company, its Affiliates or any of its or their respective securities for purposes of any applicable securities Laws (provided that such letters shall exculpate the Company and its Subsidiaries from any liability related to the use or misuse of such information by such prospective lenders) (collectively, the “Required Information”), (ii) causing the senior officers of the Company and its Subsidiaries to participate in a reasonable number of meetings, presentations, due diligence sessions (or other sessions with prospective lenders, investors and rating agencies), drafting sessions, sessions with rating agencies or other syndication activities, (iii) (A) reasonably assisting with the preparation of any pledge and security documents, any loan agreement, currency or interest hedging agreement, legal opinions, officers certificates and other definitive financing and closing documents as may be necessary and customary in connection with a financing substantially similar to the Debt Financing, provided that no obligation of the Company or any of its Subsidiaries under any such document or agreement shall be effective until the Closing, Seller shalland (B) to the extent reasonably requested at least ten (10) Business Days prior to the Closing Date, providing the documentation and shall cause other 51 information concerning the Group Companies toCompany and its Subsidiaries required by bank regulatory authorities under applicable “know‑your‑customer” and anti‑money laundering rules and regulations, use including the Patriot Act (in each case, to the extent necessary to satisfy the condition in paragraph 7 of Exhibit D to the Debt Commitment Letters), (iv) reasonably cooperating with the Lenders and their respective commercially reasonable efforts toagents’ due diligence, to the extent not unreasonably interfering with the business of the Company, provided, however, that, notwithstanding anything in this Agreement to the contrary, the Company, its Subsidiaries and their respective Affiliates and representatives shall not (v) be required to cause their Representatives execute and accountants to use their commercially reasonable efforts to provide all cooperation that is reasonably necessary and requested by Buyer deliver or enter into any certificate, instrument, agreement or other document in connection with the Debt Financing. The Group Companies hereby consent , including any solvency certificate, that would be effective prior to the reasonable use Closing Date, (w) be required to cooperate or assist to the extent that a director, officer or employee of the Group Companies’ trademarksCompany or any of its Affiliates or representatives is reasonably likely to incur, service marks and logos solely by providing such cooperation or assistance, any personal financial liability that will not be repaid or reimbursed in full by the Purchaser, (x) be required to pay any commitment or other similar fee or incur any liability in connection with the Debt Financing prior to the Closing, (y) have any liability (contingent or otherwise) under any loan agreement or any related document or any other agreement or document related to the Debt Financing which is not contingent on the Closing (other than the authorization letters described above) or (z) be required to waive or amend any terms of the Agreement. (b) Purchaser shall immediately, upon request by the Company, reimburse the Company for all costs and expenses (including attorneys’ fees) incurred by any of the Company, its Subsidiaries, the Stockholders and their respective Affiliates and representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 7.09 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates and representatives from and against any and all losses, damages, costs and expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith to the fullest extent permitted by applicable Law, except in the event any such losses, damages, costs or expenses arose out of or result from the fraud or intentional misrepresentation of the Company, its Subsidiaries or their respective Affiliates and representatives. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, however, that such trademarks, service marks and logos are used solely in a manner permitted by the Confidentiality Agreement and that does not violate any existing material contractual obligation of the Group Companies and is not intended to or reasonably likely to harm or disparage the Group CompaniesCompany or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. The provisions under Notwithstanding the foregoing or anything herein to the contrary, the obligations of the Company set forth in this Section 7.5 shall apply equally to any alternative financing (including any new financing commitments) contemplated hereby. In addition 7.09 are the sole obligations of the Stockholders, the Company and their Affiliates and representatives with respect to the foregoingDebt Financing. Notwithstanding anything in this Section 7.09 to the contrary, the Group Companies hereby agree to deliver to Buyer on or prior to the Closing Date Closing, the unaudited consolidated balance sheets Company, its Subsidiaries and related statements their 52 Affiliates and representatives shall not be required to deliver or cause the delivery of income and cash flows (A) any legal opinions, (B) any accountants’ comfort letters or reliance letters, (C) any solvency certificates or opinions (except as expressly contemplated in clause (c) of Section 7.09(a)) or (D) any approvals by the Group Companies as Company’s or its Subsidiaries’ board of and for directors, in each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) completed after December 31, 2020 and at least 45 days prior to the Closing Date. Notwithstanding the foregoing, it understood and agreed that Buyer shall have sole responsibility for the ultimate accuracy and completeness of any information provided to third parties case in connection with its Financing or Purchaser’s arrangement of any alternative financing (including any new financing commitments), including the manner in which the Required Information is included therein, and neither the Group Companies nor any of their respective Affiliates or Representatives shall be liable, including but not limited to liability under Section 10 or Section 12 of the Securities Act, for the ultimate accuracy and completeness of the disclosures provided to prospective lenders and/or investors in connection with the Financing or any alternative financing (including any new financing commitments)debt financing. Buyer further agrees that all projections and forward-looking statements included in any information provided to third parties in connection with its Financing or any alternative financing shall be included by Buyer in good faith and with reasonable basis after due consideration by Buyer of the underlying assumptions, estimates and other applicable facts and circumstances used by the Group Companies in any All information provided by them the Company or any of its representatives pursuant to Buyer.this Section 7.09 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Purchaser shall be permitted to disclose such information to the Lenders, other potential lenders and rating agencies in accordance with the terms of the Debt Commitment Letters, subject to customary confidentiality undertakings by the Lenders, other lenders and rating agencies and potential lenders similar to those in the Confidentiality Agreement. 7.10

Cooperation with Financing. From Prior to the date hereof until Closing and (solely with respect to periods ending prior to Closing) after the Closing, the Seller shall, and prior to the Closing shall cause the Group Companies Company to, use their respective commercially reasonable at the Buyer’s sole expense, cooperate as reasonably requested by the Buyer in connection with any of the Buyer’s financing efforts toor requirements of any securities regulatory authority or securities exchange with respect to the transactions contemplated hereby or otherwise involving Company information (the “Financing”), including (a) to prepare and provide copies of the Company’s audited financial statements for the fiscal year ending March 31, 2011 and all interim unaudited quarterly financial statements as soon as they are available (it being understood that the Seller shall pay the independent accountants for the cost of such audited financial statements and that the Buyer shall reimburse the Seller for such cost at the Closing), (b) to cooperate with and permit the Buyer to conduct an audit of the Company’s financial statements for the fiscal year ending March 31, 2008 (it being understood that the costs of such audit shall be paid directly by the Buyer), (c) to consent to the disclosure of the Company’s financial statements and other financial information in connection with any Financing, including in any filings with the Securities and Exchange Commission, other securities regulatory authority or securities exchange, and to cause their Representatives prospective financing parties, and accountants (d) to use their commercially reasonable efforts to cause its independent accountants to provide all assistance and cooperation that is reasonably necessary and requested by Buyer in connection with the Financing. The Group Companies hereby consent to , including requesting that the reasonable use of the Group Companies’ trademarks, service marks and logos solely independent accountants provide such consents or other documents that may be needed from such independent accountants in connection with any filings with the Securities and Exchange Commission, other securities regulatory authority, or securities exchange or any other disclosure of the Company’s financial statements or financial information in connection with any Financing; provided, however, that such trademarks, service marks and logos are used in a manner that does not violate any existing material contractual obligation of (i) unless effective only concurrent with or after the Group Companies and is not intended to or reasonably likely to harm or disparage the Group Companies. The provisions under this Section 7.5 shall apply equally to any alternative financing (including any new financing commitments) contemplated hereby. In addition to the foregoingEffective Time, the Group Companies hereby agree Company shall not be required to deliver to Buyer on or execute prior to the Closing Date the unaudited consolidated balance sheets and related statements of income and cash flows of the Group Companies as of and for each fiscal quarter (other than the fourth fiscal quarter of Effective Time any fiscal year) completed after December 31definitive financing documents, 2020 and at least 45 days prior to the Closing Date. Notwithstanding the foregoing, it understood and agreed that Buyer shall have sole responsibility for the ultimate accuracy and completeness of any information provided to third parties in connection with its Financing or any alternative financing (including any new financing commitments)credit or other agreements, including the manner in which the Required Information is included thereinpledge or security documents, and neither the Group Companies nor any of their respective Affiliates or Representatives shall be liableother certificates, including but not limited to liability under Section 10 legal opinions or Section 12 of the Securities Act, for the ultimate accuracy and completeness of the disclosures provided to prospective lenders and/or investors documents in connection with the Financing and (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company. Neither the Seller nor the Company shall be required to bear any alternative financing cost or expense or to pay any commitment or other similar fee or make any other payment in connection with the Financing prior to the Effective Time. The Buyer shall indemnify and hold harmless the Seller and its Affiliates (including the Company prior to the Effective Time) and their respective Representatives from and against any and all losses, liabilities, damages, obligations, payments, costs and expenses suffered or incurred by them in connection with the arrangement of the Financing (including any new financing commitments). Buyer further agrees that all projections action taken in accordance with this Section 7.17) and forward-looking statements included in any information provided to third parties in connection with its Financing or any alternative financing shall be included by Buyer in good faith and with reasonable basis after due consideration by Buyer of the underlying assumptions, estimates and other applicable facts and circumstances used by the Group Companies in any information provided by them to Buyerthe Seller or the Company utilized in connection therewith. The Buyer shall, promptly upon request by the Seller, reimburse the Seller for all reasonable out-of-pocket costs incurred by the Seller or the Company in connection with this Section 7.17.

Cooperation with Financing. From Buyer contemplates obtaining debt financing in the date hereof until amount of at least $200,000,000 for all or part of the Closingcost of its proposed feedstock conversion of Buyer’s Facility from natural gas to coal gasification and/or construction of a Fxxxxxx-Tropsch clean fuels production facility consisting of one or more construction or permanent loans to be secured by all or a portion of Buyer’s Facility and its rights under this Agreement and certain equity contributions from the shareholders of Buyer (together the “Financing”). In the event Buyer applies for or obtains any Financing or any refinancing thereof, Seller shall, notwithstanding the existence of any claim, dispute or litigation between the Parties, promptly execute or consent to a Consent and shall cause the Group Companies toAgreement in form and substance reasonably satisfactory to Seller, use their respective commercially reasonable efforts toincluding any additional terms or provisions reasonably requested by any Lender that do not impose significant additional liability or cost on Seller or diminish its rights hereunder, and to cause their Representatives and accountants to use their commercially reasonable efforts to provide all cooperation that is reasonably necessary and requested by Buyer in connection with the Financing. The Group Companies hereby consent to the reasonable use of the Group Companies’ trademarks, service marks and logos solely in connection with the Financing; provided, that such trademarks, service marks and logos are used in a manner that does not violate any existing material contractual obligation of the Group Companies and is not intended to or reasonably likely to harm or disparage the Group Companies. The provisions under this Section 7.5 shall apply equally to any alternative financing (including any new financing commitments) contemplated hereby. In addition to the foregoing, the Group Companies hereby agree to deliver to Buyer on or prior to the Closing Date the unaudited consolidated balance sheets and related statements of income and cash flows of the Group Companies as of and for each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) completed after December 31, 2020 and at least 45 days prior to the Closing Date. Notwithstanding the foregoing, it understood and agreed that Buyer shall have sole responsibility for the ultimate accuracy and completeness of any information provided to third parties in connection with its Financing or any alternative financing (including any new financing commitments), including the manner in which the Required Information is included therein, and neither the Group Companies nor any of their respective Affiliates or Representatives shall be liabledocuments, including but not limited to liability under Section 10 any amendments to this Agreement, which are reasonably required by any Lender in connection with such Financing or Section 12 refinancing thereof and which are in form and substance reasonably acceptable to the Parties; provided, however, that Seller and its counsel shall have a reasonable period of time prior to the execution of such Consent and Agreement within which to review any such documents, and such Consent and Agreement will include the obligation of the Securities Act, for Lenders to assign this Agreement to the ultimate accuracy and completeness Person that receives all or substantially all of the disclosures provided assets of Buyer and/or the Facility in connection with the exercise by any Lender of its collateral and security rights with respect to prospective lenders and/or investors the Buyer and the Facility in connection with the Financing or any alternative financing (including any new financing commitments)refinancing thereof. Buyer further agrees that all projections So long as the Lenders’ requested terms or provisions or required amendments do not materially change the terms of this Agreement and forward-looking statements included in any information provided to third parties in connection with its Financing do not impose significant additional liability or any alternative financing cost on Seller, they shall be included deemed reasonable. Seller shall respond to reasonable requests by Buyer in good faith any Lender for information regarding the qualifications, experience, past performance and with reasonable basis after due consideration by Buyer financial condition of the underlying assumptions, estimates Seller and other applicable facts matters pertaining to Seller’s participation hereunder and circumstances used by in the Group Companies in any information provided by them to BuyerFacility.

Cooperation with Financing. From Each of the date hereof until Company and the Closing, Seller Partnership shall, and shall cause the Group Companies their respective Subsidiaries, directors, officers, employees, accountants and agents to, use their respective commercially reasonable efforts to, cooperate with Parent in connection with any debt or equity financing undertaken in connection with the transactions contemplated hereby (the “Financing”) and to cause their Representatives and accountants to use their commercially reasonable efforts to provide take all cooperation that is actions reasonably necessary and requested by Buyer Parent in connection with the Financing. The Group Companies hereby consent therewith, including (a) providing such financial and other information as Parent may reasonably request, subject to applicable Laws, for inclusion in any offering memorandum or other document relating to the Financing (each, a “Parent Financing Document”) and (b) making appropriate personnel available (upon reasonable use advance notice to permit scheduling) to discuss matters relating to the Company, the Partnership and their respective Subsidiaries that Parent proposes to include in any Parent Financing Document and to attend and make presentations to prospective investors or lenders regarding the business of the Group Companies’ trademarks, service marks Company and logos solely in connection with the Financing; provided, that such trademarks, service marks and logos are used in a manner that does not violate Partnership. If at any existing material contractual obligation of the Group Companies and is not intended to or reasonably likely to harm or disparage the Group Companies. The provisions under this Section 7.5 shall apply equally to any alternative financing (including any new financing commitments) contemplated hereby. In addition to the foregoing, the Group Companies hereby agree to deliver to Buyer on or time prior to the Closing Date Effective Time, the unaudited consolidated balance sheets and related statements Company shall learn that any information pertaining to the Company, the Partnership or any of income and cash flows their respective Subsidiaries contained (or incorporated by reference) in, or omitted from, a Parent Financing Document, copies of which shall previously have been provided to Parent, makes any of the Group Companies as of statements therein false or misleading, the Company shall promptly inform Parent thereof and for each fiscal quarter (other than use its commercially reasonable efforts to promptly provide Parent with all information necessary to correct any such false or misleading statement and make the fourth fiscal quarter of any fiscal year) completed after December 31, 2020 and at least 45 days prior to the Closing Datestatements contained in Parent Financing Documents not false or misleading. Notwithstanding the foregoing, it understood and agreed that Buyer shall have sole responsibility for none of the ultimate accuracy and completeness of any information provided to third parties in connection with its Financing Company, the Partnership or any alternative financing (including any new financing commitments), including the manner in which the Required Information is included therein, and neither the Group Companies nor any of their respective Affiliates or Representatives Subsidiary shall be liable, including but not limited required to pay any commitment or other similar fee or incur any other liability under Section 10 or Section 12 of the Securities Act, for the ultimate accuracy and completeness of the disclosures provided to prospective lenders and/or investors in connection with the Financing prior to the Effective Time. If this Agreement is terminated, Parent shall, promptly upon request by the Company or the Partnership, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company, the Partnership or any alternative financing (including any new financing commitments). Buyer further agrees that all projections and forward-looking statements included in any information provided to third parties Subsidiary in connection with its such cooperation. Parent, REIT Merger Sub, OP Holdco and OP Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Partnership and any Subsidiary and their respective directors, officers, employees, accountants and agents for 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 Financing and any information utilized in connection therewith (other than historical information relating to the Company, the Partnership or any alternative financing shall be included by Buyer in good faith and with reasonable basis after due consideration by Buyer of the underlying assumptions, estimates and other applicable facts and circumstances used by the Group Companies in any information provided by them to BuyerSubsidiary).