Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Subject to Section 5.9(b), each of the Parties shall use commercially reasonable efforts to provide and cause its Subsidiaries to provide, and shall use its commercially reasonable efforts to have its and their Representatives provide, such cooperation to the other Party as such Party may reasonably request in connection with the arrangements by such other Party to repay or refinance existing credit facilities, obtain new or amend any existing credit facilities, redeem, repay or repurchase existing debt securities (and/or defease or satisfy and discharge related indentures), issue securities publicly or privately, or waive or amend the terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the terms hereof, provided that: (A) to the extent reasonably practicable, such request is made on reasonable notice; (B) cooperation does not unreasonably interfere with the ongoing operations of the cooperating Party and its Subsidiaries or unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of their obligations hereunder; (C) other than in respect of indemnification as set out below, the cooperating Party shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by the cooperating Party or its Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to such cooperating Party or its Subsidiaries upon the termination of this Agreement; and (D) any actions taken hereunder are in compliance with Section 5.1 and Section 5.3, as applicable, including one or more of the following cooperative actions as so requested:

Financing Assistance. (a) Subject to Section 5.9(b5.4(b), each of the Parties shall, and shall use commercially reasonable efforts to provide and cause its Subsidiaries to provideand New Parent to, and shall use its commercially reasonable efforts to have its and their Representatives provideRepresentatives, provide such cooperation to the other Party as such Party may reasonably request in connection with the arrangements by such other Party to repay or refinance existing credit facilities, obtain new or amend any existing credit facilities, redeem, repay or repurchase existing debt securities (and/or defease or satisfy and discharge related indentures), issue securities publicly or privately, or waive or amend the terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the terms hereof, hereof (provided that: (A) to the extent reasonably practicable, such request is made on reasonable notice; (B) cooperation does not unreasonably interfere with the ongoing operations of the cooperating Party and its Subsidiaries or unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of their obligations hereunder; (C) other than in respect of indemnification as set out below, the cooperating Party shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by the cooperating Party or its Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to such cooperating Party or its Subsidiaries upon the termination of this Agreement; and (D) any actions taken hereunder are in compliance with Section Sections 5.1 and Section 5.3, as applicable5.2), including one or more of the following cooperative actions as so requested:

Financing Assistance. (a1) Subject to Section 5.9(b)The Corporation shall, each of the Parties shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause the Joint Ventures and Investments to, provide and cause its Subsidiaries to provide, and shall use its commercially reasonable efforts to have its and their Representatives provide, such cooperation (including with respect to timeliness) to the other Party Purchaser as such Party the Purchaser may reasonably request in connection with the arrangements by such other Party the Purchaser to repay or refinance existing credit facilities, obtain new or amend any existing credit facilities, redeem, repay or repurchase existing debt securities (and/or defease or satisfy and discharge related indentures), issue securities publicly or privately, or waive or amend the terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”)Financing, subject to the terms hereof, hereof provided that: (Aa) to the extent reasonably practicable, such request is made on reasonable notice; (Bb) such cooperation does not unreasonably interfere with the ongoing operations of the cooperating Party and Corporation, its Subsidiaries or the Joint Ventures and Investments, or unreasonably interfere with or hinder or delay the performance by the cooperating Party or Corporation, its Subsidiaries or the Joint Ventures and Investments of their obligations hereunder; (Cc) other than in respect none of indemnification as set out below, the cooperating Party Board or the boards of directors (or equivalent bodies) of the Corporation’s Subsidiaries or the Joint Ventures and Investments shall be required to enter into any resolutions or take similar action approving the Financing; (d) the Corporation shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by the cooperating Party Corporation or its Subsidiaries, Subsidiaries which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to such cooperating Party or the Corporation and its Subsidiaries upon the termination of this Agreement, and the Joint Ventures and Investments will not be required to provide any such commitment in any case; and (De) any actions taken hereunder are in compliance with Section 5.1 and Section 5.3, as applicable, including one or more of the following cooperative actions as so requested:4.1.

Financing Assistance. (a) Subject Prior to Section 5.9(b)the Closing Date, each of the Parties Seller shall use commercially reasonable efforts to provide and cause its Subsidiaries to provide, and shall use its commercially reasonable efforts to have cause its Affiliates and its and their Representatives its Affiliates’ representatives to provide, Buyer such cooperation as may be reasonably requested by Buyer with respect to the other Party as such Party may reasonably request any financing that Buyer seeks to obtain in connection with the arrangements by consummation of the transactions contemplated hereby; provided, however, that in no event shall such other Party cooperation (a) require Seller to repay provide access to or refinance existing credit facilitiesdisclose any information or documentation except as expressly provided in Section 6.1, obtain new (b) require Seller to incur any costs or amend any existing credit facilities, redeem, repay or repurchase existing debt securities (and/or defease or satisfy and discharge related indentures), issue securities publicly or privatelyexpenses, or waive or amend the terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the terms hereof, provided that: (Ac) to the extent reasonably practicable, such request is made on reasonable notice; (B) cooperation does not unreasonably adversely interfere with the ongoing operations of Sellers, their respective Affiliates or the cooperating ownership or operation of the Properties. Buyer will pay or, if paid, reimburse the applicable Seller, within ten (10) Business Days after demand therefor, for any reasonable out-of-pocket costs incurred by such Seller in complying with the provisions of this Section 6.9. Notwithstanding the foregoing, (x) nothing herein shall expand Seller’s representations, warranties, covenants or agreements set forth in this Agreement or give Buyer, its Affiliates or any Third Party and its Subsidiaries or unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of their obligations hereunder; (C) other than in respect of indemnification as set out below, the cooperating Party shall not be required any rights to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by the cooperating Party or its Subsidiaries, which commitment it is not conditional on the completion otherwise expressly entitled hereunder, and (y) no breach of this Section 6.9 by Seller shall give rise to a failure of the Arrangement and does not condition set forth in Section 8.1(b) or otherwise entitle Buyer to refuse to proceed with Closing or terminate without liability to such cooperating Party or its Subsidiaries upon the termination of this Agreement; and (D) any actions taken hereunder are in compliance with Section 5.1 and Section 5.3, as applicable, including one or more of the following cooperative actions as so requested:.

Financing Assistance. (a) Subject to Section 5.9(b), each of the Parties Each Party shall provide and shall use commercially reasonable efforts to have its Representatives (including counsel, financial advisors and auditors) provide to the other Party cooperation reasonably requested by such Party in connection with the matters set forth in Section 5.5 of the SSR Disclosure Letter, compliance with or modifications to or waivers of the provisions of any indebtedness of a Party in connection with the transactions contemplated by this Agreement, and/or, upon the agreement of the Parties, each acting reasonably, the retirement, redemption, satisfaction or discharge of any indebtedness of a Party (collectively, the “Financing”), including: (1) furnishing the other Party as promptly as reasonably practicable with financial and cause other information regarding such Party and its Subsidiaries subsidiaries, provided that competitively sensitive information may be provided only to providethe external counsel of the other Party, and shall use (2) using its commercially reasonable efforts to have its and their Representatives provide, such cooperation to facilitate the other Party as such Party may reasonably request pledging of collateral in connection with the arrangements by such other Party to repay or refinance existing credit facilities, obtain new or amend any existing credit facilities, redeem, repay or repurchase existing debt securities Financing (and/or defease or satisfy and discharge related indentures), issue securities publicly or privately, or waive or amend the terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the terms hereof, provided that: (A) to the extent reasonably practicable, such request is made on reasonable notice; (B) cooperation does not unreasonably interfere with the ongoing operations occurrence of the cooperating Effective Time), including facilitating the execution and delivery of any customary collateral documents and other customary certificates and documents as may be reasonably requested by a Party, (3) participating in meetings, drafting sessions and due diligence sessions, (4) assisting a Party and its Subsidiaries financing sources with the preparation of bank information memoranda and other marketing and rating agency materials and (5) using its commercially reasonable efforts to obtain customary payoff letters, redemption notices, releases of liens and instruments of termination or unreasonably interfere with discharge; provided, however, that (a) such requested cooperation or hinder Financing is not, in the opinion of a Party or such Party’s counsel, acting reasonably, prejudicial to such Party, its shareholders or any of its subsidiaries, (b) such requested cooperation or Financing shall not materially impede, delay or prevent the performance satisfaction of any conditions set forth in Article or the consummation of the Arrangement, (c) such requested cooperation or Financing shall not require a Party to obtain the approval of its shareholders, (d) the Party requesting cooperation shall pay all of the cooperation costs and all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of such requested cooperation or Financing, including actual out-of-pocket costs and expenses for external counsel and auditors which may be incurred by the cooperating other Party, (e) such requested cooperation or Financing does not require the directors, officers, employees or agents of a Party or its Subsidiaries of their obligations hereunder; (C) subsidiaries to take any action in any capacity other than in respect of indemnification as set out belowa director, the cooperating Party officer or employee, and (f) no such requested cooperation or Financing shall not be required considered to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by the cooperating Party or its Subsidiaries, which commitment is not conditional on the completion constitute a breach of the Arrangement and does not terminate without liability to such cooperating representations, warranties or covenants of a Party or its Subsidiaries upon the termination of this Agreement; and (D) any actions taken hereunder are in compliance with Section 5.1 and Section 5.3, as applicable, including one or more of the following cooperative actions as so requested:hereunder.