Common use of Financing; Financing Cooperation Clause in Contracts

Financing; Financing Cooperation. (a) Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things commercially reasonable to timely arrange and obtain the Financing on the terms and conditions described in the Debt Financing Commitments and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Financing Commitments if such amendment, modification or waiver would, or would reasonably be expected to, delay or prevent the Closing Date. (b) Seller shall cause the Company Group to provide reasonably promptly, and shall use its commercially reasonable efforts to cause the officers, employees and advisors of the Company Group to provide reasonably promptly, in connection with the Financing, such reasonable cooperation, at Buyer’s sole expense, as is customary for debt financings of the type to be obtained by Buyer in connection with the transactions contemplated hereunder and as may be reasonably requested by Buyer, including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) furnishing Buyer and its financing sources with financial and other pertinent information regarding the Company Group, (iii) assisting with the preparation of customary offering documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials (collectively, the “Financing Materials”), (iv) requesting assistance and cooperation of the Company Group’s independent accountants, including participating in a reasonable number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the financing and customary “comfort” letters (including “negative assurance” comfort) with respect to the financial information to be included in any offering memorandum, and providing such accountants with any documentation reasonably requested by them in connection therewith, and (v) facilitating the pledging of collateral (which shall only be effective at Closing); provided, however, that nothing herein shall require (I) any member of the Seller Group or its officers, employees and advisors, to enter into any definitive agreement in connection with the Financing, or (II) with respect to the Company Group, except in connection with the Closing of the Financing, enter into any definitive agreement in connection with the Financing, or (III) Seller or the Company Group or the officers, employees and advisors of Seller or the Company Group, as the case may be, to (x) take any action that would be effective prior to the Closing to the extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or operations of the Company, (y) pay any commitment or other similar financing fee, or (z) unless promptly reimbursed by Buyer, incur any expenses in connection with the Financing. Buyer shall, other than in the case of a judicial determination that Seller has committed willful misconduct, indemnify and hold harmless Seller and the Company Group, and the officers, employees and advisors of Seller and the Company Group, from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of, or otherwise in connection with, the Financing and any information used in connection therewith (other than information relating to the Seller Group and provided to Buyer in writing specifically for use in connection with the Financing). (c) Nothing set forth in this Section 6.22 shall limit or derogate from the rights and obligations of the Parties under Article IX.

Financing; Financing Cooperation. (a) Notwithstanding anything to the contrary in this Agreement or in any of the Ancillary Agreements, Buyer shall take, or cause acknowledges and agrees that its obligations to be taken, all actions effect the transactions contemplated by this Agreement and do, or cause the Ancillary Agreements are not conditioned upon the availability to be done, all things commercially reasonable to timely arrange and obtain the Financing on the terms and conditions described in the Debt Financing Commitments and shall not permit any amendment or modification to be made to, Buyer or any waiver of its Affiliates of any provision debt, equity or remedy underother financing in any amount whatsoever. The failure, the Debt Financing Commitments if such amendmentfor any reason, modification or waiver would, or would reasonably be expected to, delay or prevent by Buyer to have sufficient cash available through the Closing Dateto satisfy the Purchase Price shall constitute a Willful Breach of this Agreement by Buyer. (b) Prior to the Closing, Seller shall cause the Company Group to provide reasonably promptly, and shall use its commercially reasonable efforts to provide, and use its commercially reasonable efforts to cause the officersits Representatives to provide, employees and advisors of the Company Group such cooperation to provide Buyer as may reasonably promptly, be requested by Buyer in connection with the Financing, such reasonable cooperation, at Buyer’s sole expense, as is customary for obtaining any debt financings financing to refinance Indebtedness of the type to be obtained by Buyer BDCs in connection with the transactions contemplated hereunder and as may be reasonably requested by Buyerhereby, including the following: (i) participation at reasonable times, during normal business hours, at reasonable locations and upon reasonable notice, participating (to the extent applicable) in a reasonable number of meetings, presentations, road shows, meetings, due diligence sessions and sessions similar presentations to and with prospective lenders, investors and rating agencies, (ii) furnishing Buyer agencies and its financing sources with financial and other pertinent information regarding the Company Group, (iii) assisting with the preparation of customary offering documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, materials for rating agency presentations, road show presentations, bank information memoranda (including, to the extent necessary, an additional bank information memoranda that does not include material non-public information) and similar documents required in connection with such debt financing; (ii) assisting reasonably in the negotiation of one or more credit or other agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be reasonably requested by Buyer and otherwise reasonably facilitating the pledging of collateral; (iii) facilitating the delivery at Closing of any necessary and customary pledge and security documents, guarantees, mortgages, collateral filings, other definitive financing documents (including one or more credit agreements or other instruments) in connection with such debt financing or other certificates or documents as may reasonably be requested by Buyer (all such documents, together with the documents described in the preceding clause (ii), the “Debt Documents”) and reasonably facilitating the taking of all corporate actions by the BDCs with respect to entering such definitive financing documents and otherwise necessary to permit consummation of such debt financing (provided that all such corporate action shall be deemed to become effective only if and when the Closing occurs and shall be based on authorizations (including appointment of directors and authorized officers) provided by, and derived exclusively from the authority of, Buyer after giving effect to the Closing); (iv) cooperating reasonably with diligence, to the extent customary and reasonable, in connection with such debt financing; (v) using commercially reasonable efforts to obtain legal opinions of in-house or “local” counsel customary for financings similar to such debt financing; (vi) obtaining customary authorization letters with respect to any bank information memoranda from a senior officer of each BDC and using commercially reasonable efforts to obtain consents of accountants for use of their reports on customary terms and consistent with the accountants’ customary practice in any materials relating to such debt financing; (vii) at least five (5) Business Days prior to Closing, providing all documentation and other information about each BDC that is reasonably requested and reasonably determined by the lenders providing such debt financing to be required by applicable “know your customer” and anti-money laundering rules and regulations, to the extent requested by Buyer in writing at least ten (10) Business Days prior to Closing; and (viii) taking all actions reasonably requested to facilitate arrangements for the discharge as of the Closing Date of any Indebtedness, including obtaining customary release letters, Encumbrance terminations and other instruments of discharge; provided, in each case in Sections 6.15(b)(i) through (vii) above, that (v) none of Seller, the BDCs nor any of their respective Affiliates, nor any of their respective Representatives, shall be required to incur any Liability whatsoever in connection with any such debt financing, including any “commitment” or similar fee (except that the BDCs and their Subsidiaries may incur such liabilities only to the extent such Liabilities become effective after the Closing), (w) nothing in this Section 6.15 shall require cooperation to the extent that it would (A) cause any condition to Closing set forth in Article VII to not be satisfied or otherwise cause any breach of this Agreement, (B) require Seller, the BDCs or any of their respective Affiliates to take any action that would reasonably be expected to conflict with or violate Seller’s, a BDC’s or any of their respective Affiliates’ organizational documents or any Law, or result in, or could reasonably be expected to result in, the contravention in any material respect of, or result in a violation or breach in any material respect of, or default under, any Contract to which it is a party, (C) unreasonably interfere with the ongoing operations of Seller, the BDCs or their respective Affiliates or (D) cause any representation or warranty to be breached in this Agreement, (x) except as contemplated in Section 6.15(b)(iii) above, the boards of directors of the BDCs and their Subsidiaries shall not be required prior to the Closing to adopt resolutions approving any Debt Document, (y) none of Seller, the BDCs nor any of their respective Affiliates shall be required to (A) enter into any Contract in connection with any such debt financing that is not conditioned on the occurrence of the Closing and does not terminate without Liability to Seller, the BDCs or any of their respective Affiliates upon termination of this Agreement, (B) provide access to or disclose information that Seller or a BDC determines would jeopardize any attorney-client privilege of Seller, such BDC or any of their respective Affiliates, (C) provide financial or other information regarding the BDCs or their Subsidiaries that is not in the possession of a BDC or any of its Subsidiaries or (D) provide any legal opinion or other opinion of counsel or any solvency certificate, or, in the case of Seller or its Affiliates, issue any offering or information document, and (z) none of Seller, the BDCs nor any of their respective Affiliates shall be required to execute any Debt Documents (except (1) the authorization letters set forth in 6.15(b)(vi) above, (2) any prepayment and termination notices necessary pursuant to 6.15(b)(viii) above and (3) as otherwise set forth in Section 6.15(b)(vii) above prior to the Closing). (c) Buyer shall indemnify, defend and hold harmless Seller, the BDCs and their respective Affiliates, and their respective pre-Closing Representatives (collectively, the “Financing MaterialsIndemnitees”), (iv) requesting assistance and cooperation of the Company Group’s independent accountants, including participating in a reasonable number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the financing and customary “comfort” letters (including “negative assurance” comfort) with respect to the financial information to be included in any offering memorandum, and providing such accountants with any documentation reasonably requested by them in connection therewith, and (v) facilitating the pledging of collateral (which shall only be effective at Closing); provided, however, that nothing herein shall require (I) any member of the Seller Group or its officers, employees and advisors, to enter into any definitive agreement in connection with the Financing, or (II) with respect to the Company Group, except in connection with the Closing of the Financing, enter into any definitive agreement in connection with the Financing, or (III) Seller or the Company Group or the officers, employees and advisors of Seller or the Company Group, as the case may be, to (x) take any action that would be effective prior to the Closing to the extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or operations of the Company, (y) pay any commitment or other similar financing fee, or (z) unless promptly reimbursed by Buyer, incur any expenses in connection with the Financing. Buyer shall, other than in the case of a judicial determination that Seller has committed willful misconduct, indemnify and hold harmless Seller and the Company Group, and the officers, employees and advisors of Seller and the Company Group, from and against any and all damagesLiabilities, losses, damages, claims, costs, liabilities expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or expenses investigation), interest, awards, judgments and penalties suffered or incurred incurred, directly or indirectly, by any of them the Indemnitees in connection with the arrangement ofof any debt financing described in this Section 6.15, except to the extent that any of the foregoing arises from (x) the bad faith, gross negligence or otherwise willful misconduct of any Indemnitee, in connection with, the Financing each case as determined by a court of competent jurisdiction in a final and non-appealable decision or (y) any information used in connection therewith (other than information relating provided by any of the Indemnitees pursuant to Section 6.15(b)(i). For the avoidance of doubt, this Section 6.15(c) shall not apply to any such Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred, directly or indirectly, by Seller Group and provided to Buyer in writing specifically for use in connection with the Financingperformance of its obligations pursuant to Section 6.10(d) or Section 6.10(e). (c) Nothing set forth in this Section 6.22 shall limit or derogate from the rights and obligations of the Parties under Article IX.

Financing; Financing Cooperation. (a) The Buyer shall take, or cause have sufficient funds available to be taken, all actions and do, or cause to be done, all things commercially reasonable to timely arrange and obtain the Financing on the terms and conditions described in the Debt Financing Commitments and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Financing Commitments if such amendment, modification or waiver would, or would reasonably be expected to, delay or prevent it at the Closing Date. (b) Seller shall cause to satisfy the Company Group payment of the Estimated Purchase Price in full. In the event that the Buyer determines, in its sole discretion, to arrange or obtain any financing to provide reasonably promptly, and shall use its commercially reasonable efforts to cause the officers, employees and advisors of the Company Group to provide reasonably promptly, in connection with the Financing, such reasonable cooperation, at Buyer’s sole expense, as is customary for debt financings of the type to be obtained by Buyer funds in connection with the transactions contemplated hereunder and as may be reasonably requested by Buyer, including this Agreement (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) furnishing Buyer and its financing sources with financial and other pertinent information regarding the Company Group, (iii) assisting with the preparation of customary offering documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials (collectively, the “Financing MaterialsFinancing”), (ivi) requesting the Buyer shall use, and shall cause its Affiliates to use, its and their reasonable best efforts to ensure that the Financing is available at Closing and (ii) the Sellers shall provide, and shall cause their respective Affiliates and Representatives to provide to the Buyer reasonable assistance and cooperation of the Company Group’s independent accountants, including participating in a reasonable number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the financing and customary “comfort” letters (including “negative assurance” comfort) with respect to the financial information to be included in any offering memorandum, and providing such accountants with any documentation as is reasonably requested by them in connection therewith, and (v) facilitating the pledging of collateral (which shall only be effective at Closing); provided, however, that nothing herein shall require (I) any member of the Seller Group or its officers, employees and advisors, to enter into any definitive agreement Buyer in connection with arranging, obtaining and syndicating the Financing, or (II) as necessary, including assisting the Buyer with respect to the Company Group, except in connection with the Closing preparation of the Financing, enter into any definitive agreement in connection with the Financing, or (III) Seller or the Company Group or the officers, employees customary documents and advisors of Seller or the Company Group, as the case may be, to (x) take any action that would be effective prior to the Closing to the extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or operations of the Company, (y) pay any commitment or other similar financing fee, or (z) unless promptly reimbursed by Buyer, incur any expenses materials reasonably necessary in connection with the Financing. Notwithstanding anything to the contrary set forth in this Section 5.6, in no event shall the Sellers be required to prepare any balance sheet, cash flow statement, income statement or statement of stockholder’s equity with regard to the Business, the Assets or the Assumed Liabilities, whether prior to or following the Closing. (b) Notwithstanding the foregoing, the Buyer shallagrees that (i) on the earlier of the Closing Date or the termination of this Agreement, other than the Buyer shall promptly reimburse the Sellers for all documented out-of-pocket Third Party costs and expenses incurred by the Sellers in connection with such cooperation pursuant to this Section 5.6; and (ii) the case of a judicial determination that Seller has committed willful misconduct, Buyer shall indemnify and hold harmless Seller the Sellers and the Company Group, their respective Affiliates and the officers, employees and advisors of Seller and the Company Group, their respective Representatives from and against any and all damagesLiabilities, losses, costs, liabilities or expenses suffered or Losses incurred by any of them in connection with the arrangement of, of the Financing or otherwise any assistance or activities provided in connection withtherewith. Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 6.2(b), as applied to the Sellers’ obligations under this Section 5.6, shall be deemed to be satisfied unless the Financing and any information used in connection therewith (other than information relating to has not been obtained as a direct result of the Seller Group and provided to Buyer in writing specifically for use in connection with the Financing)Sellers’ willful breach of its obligations under this Section 5.6. (c) Nothing The Buyer understands and acknowledges that under the terms of this Agreement, the Buyer’s obligation to consummate the transactions hereunder is not in any way contingent upon or otherwise subject to the Buyer’s consummation of any financing arrangements, the Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Buyer. For the avoidance of doubt, if any such financing has not been obtained, the Buyer shall continue to be obligated, until such time as this Agreement is terminated in accordance with its terms and subject to the satisfaction or waiver of the conditions set forth in Article VI, to consummate the transactions contemplated by this Section 6.22 shall limit or derogate from the rights and obligations of the Parties under Article IXAgreement.

Financing; Financing Cooperation. (a) Buyer Prior to the Closing, the Company shall takeuse reasonable best efforts to provide, or and to cause the Subsidiaries of the Company and the Affiliated Practices (as applicable) and each of its and their Representatives to be takenuse reasonable best efforts to provide, all actions and do, or cause to be done, all things commercially reasonable to timely arrange and obtain such customary cooperation as is reasonably requested in connection with the Financing on the terms and conditions described in arrangement and/or consummation of the Debt Financing Commitments by Parent, including: (a) subject to the Confidentiality Agreement, furnishing Parent with financial and operating information regarding the Acquired Companies as Parent shall reasonably request in writing, that is reasonably required in connection with the arrangement and/or consummation of the Debt Financing or the preparation of customary financing documentation in connection therewith and that is available to the Acquired Companies in the ordinary course of business, (b) assisting in the preparation, execution and delivery of the Debt Financing Documents, including the schedules and exhibits thereto, provided, that no obligation of the Acquired Companies under any such document or agreement shall be effective until the Closing, (c) no later than three (3) business days prior to the Closing Date, furnishing all documentation and other information about the Acquired Companies under applicable “know-your-customer” and anti-money laundering rules and regulations as is, in each case, reasonably requested at least ten (10) business days prior to the Closing Date, and (d) facilitating the pledge of collateral in connection with the Debt Financing, provided, that no such pledge shall be effective until the Closing; provided that any obligations contained in all such documents shall be subject to the occurrence of the Closing and any execution thereof shall only be required to the extent the officer or director requested to execute the same shall continue in his or her existing role following the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) none of the Acquired Companies or their respective Affiliates shall be required to provide any financial information other than the financial statements filed by the Company with the SEC in accordance with its reporting obligations under the Exchange Act or prepare, produce or provide any pro forma financial information or pro forma financial statements, (ii) none of the Acquired Companies or their respective Affiliates shall be required to deliver any solvency opinions, negative assurance letters or legal opinions in connection with the Debt Financing, (iii) none of the Acquired Companies or their respective Affiliates or any of their respective Representatives shall be required to pledge any assets or execute or enter into any Debt Financing Documents or any certificate, instrument, agreement or other document in connection with the Debt Financing, in each case, which will be effective prior to the Closing and such execution shall solely be required to the extent that such director, officer, employee or agent will be continuing in such capacity following Closing, (iv) nothing in this Section 5.12 shall require cooperation or other actions or efforts on the part of the Acquired Companies or their respective Affiliates, or any of their respective Representatives in connection with the Debt Financing to the extent (A) it would waive or amend any term of this Agreement or result in the breach of any provision of this Agreement or inaccuracy of any representation and warranty of the Parties hereunder, or the failure to satisfy (or delay in the satisfaction of) any closing condition set forth in this Agreement, (B) it would reasonably be expected to conflict with or result in a violation or breach of, or default (with or without notice, or lapse of time or both) under, any applicable Legal Requirement or order or any Contract to which any Acquired Company or their respective Affiliates are a party or by which any of their respective properties or assets is bound, or (C) it could reasonably be expected to unreasonably interfere with the businesses or operations of any of the Acquired Companies or any of their respective Affiliates in any material respect, (v) none of the Acquired Companies or their respective Affiliates, or any of their Representatives will be required to pay or agree to pay any commitment or other similar fee, or incur or agree to incur any other liability or obligation, or bear or agree to bear any unreimbursed cost or expense, or give or agree to give any indemnities to any third parties, or otherwise commit to take any similar action pursuant to this Section 5.12, prior to the Closing, (vi) nothing in this Section 5.12 shall require the pre-Closing board of directors or pre-Closing similar governing body of any of the Acquired Companies to adopt resolutions approving any Debt Financing Document or any other agreements, documents or instruments pursuant to which the Debt Financing is made, (vii) none of the Acquired Companies, their respective Affiliates or any of their respective Representatives shall be required to take any other actions that could reasonably be expected to result in personal liability to the Representatives of any of the Acquired Companies, (viii) nothing in this Section 5.12 shall require cooperation or other action that would reasonably be expected to result in a violation of any binding confidentiality arrangement or that would reasonably be expected to jeopardize any applicable legal privilege (provided that the Company shall use its reasonable best efforts to notify Parent of any action not so taken and to provide such information without causing such violation or loss), and (ix) nothing in this Section 5.12 shall require any of the Acquired Companies or their respective Affiliates to take any action that would conflict with or violate their respective certificate of formation, bylaws, partnership agreement, operating agreement or comparable organizational documents. The Company hereby consents to the use of the logos of the Acquired Companies in a customary manner solely in connection with the Debt Financing; provided, that such logos shall be used solely in a manner that is not intended to, and would not reasonably be expected to, harm, disparage or otherwise materially and adversely affect any of the Acquired Companies or their reputation or goodwill. Notwithstanding anything to the contrary in the Confidentiality Agreement, the Company hereby agrees and consents for all financing sources or potential financing sources of Parent to be deemed Permitted Financing Sources (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. The Company will be deemed to be in compliance with this Section 5.12 at all times unless and until (A) Parent provides written notice (the “Non-Cooperation Notice”) to the Company of any alleged failure to comply, or action or failure to act which could be believed to be a breach of this Section 5.12, (B) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which will not require the Company to provide any cooperation that it would not otherwise be required to provide under this Section 5.12) and (C) the Company fails to take the actions specified in such Non-Cooperation Notice within five business days from delivery of such Non-Cooperation Notice. (b) Parent will not permit any replacement, amendment or modification to be made to, or any waiver of any provision or remedy underpursuant to, the Debt Financing Commitments Parent SPA if such amendment, replacement, modification or waiver would, or would reasonably be expected to: (i) reduce the aggregate amount of the Equity Financing contemplated by the Parent SPA to be funded on the Closing Date to less than an amount necessary to fund the Required Amount, except to the extent replaced with a Qualified Debt Financing (as defined in the Parent SPA); (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the funding of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to materially delay the Closing or prevent the funding of all or any portion of the Equity Financing (or satisfaction of the conditions to the funding of all or any portion of the Equity Financing) in an amount necessary to fund the Required Amount; (iii) prevent or materially delay the timely consummation of the Equity Financing or the Closing; or (iv) adversely affect the ability of Parent or the Company to enforce its rights against other parties to the Parent SPA as so amended, replaced, modified or waived, relative to the ability of Parent or the Company to enforce its rights against such other parties to the Parent SPA as in effect on the date hereof. Parent will not permit any termination of the Parent SPA. Parent shall deliver to the Company copies of any amended or restated Parent SPA or any written waiver thereto promptly following the execution thereof. Any reference in this Agreement to “Equity Financing” will include the financing contemplated by the Parent SPA as amended, restated, amended and restated, supplemented, replaced or modified. Subject to the terms and conditions of this Agreement, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange and obtain the Equity Financing on the terms and conditions described in the Parent SPA, including using its reasonable best efforts to (i) maintain in effect the Parent SPA in accordance with the terms thereof and subject to the conditions set forth therein; (ii) satisfy on a timely basis all conditions to funding the Equity Financing contemplated under the Parent SPA to be funded on the Closing Date that are applicable to Parent in the Parent SPA; (iii) consummate the Equity Financing at or prior to the Closing; and (iv) comply with its obligations pursuant to the Parent SPA. Parent shall not, without the prior written consent of the Company, take any action or enter into any transaction that would or would be reasonably expected to materially delay or prevent the Closing Date. (b) Seller shall cause the Company Group to provide reasonably promptly, and shall use its commercially reasonable efforts to cause the officers, employees and advisors delivery of all or any portion of the Company Group to provide reasonably promptly, in connection with the Financing, such reasonable cooperation, at Buyer’s sole expense, as is customary for debt financings cash amount of the type to be obtained by Buyer in connection with the transactions contemplated hereunder Equity Financing necessary, after taking into account other immediately available sources and as may be reasonably requested by Buyer, including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) furnishing Buyer and its financing sources with financial and other pertinent information regarding the Company Group, (iii) assisting with the preparation of customary offering documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials (collectively, the “Financing Materials”), (iv) requesting assistance and cooperation of the Company Group’s independent accountants, including participating in a reasonable number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the financing and customary “comfort” letters (including “negative assurance” comfort) with respect to the financial information to be included in any offering memorandum, and providing such accountants with any documentation reasonably requested by them in connection therewith, and (v) facilitating the pledging of collateral (which shall only be effective at Closing); provided, however, that nothing herein shall require (I) any member of the Seller Group amounts available on or its officers, employees and advisors, to enter into any definitive agreement in connection with the Financing, or (II) with respect to the Company Group, except in connection with the Closing of the Financing, enter into any definitive agreement in connection with the Financing, or (III) Seller or the Company Group or the officers, employees and advisors of Seller or the Company Group, as the case may be, to (x) take any action that would be effective prior to the Closing Date (none of which are subject to any conditions to funding), to fund in cash at least the extent it wouldRequired Amount. Parent will fully pay, in the Company’s reasonable judgmentor cause to be fully paid, interfere unreasonably with the business or operations of the Company, (y) pay any all commitment or other similar financing feefees arising pursuant to the Parent SPA when they become due. Parent shall provide such updates regarding the status of its efforts to arrange the Equity Financing as are reasonably requested by the Company. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice (i) of any breach or default (or any event or circumstance that, with notice or lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to the Parent SPA, in each case, of which Parent becomes aware, or (zii) unless promptly reimbursed by Buyer, incur if for any expenses in connection with the Financing. Buyer shall, other than in the case of a judicial determination reason Parent at any time believes that Seller has committed willful misconduct, indemnify and hold harmless Seller and the Company Group, and the officers, employees and advisors of Seller and the Company Group, from and against it will not be able to obtain all or any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of, or otherwise in connection with, the Financing and any information used in connection therewith (other than information relating to the Seller Group and provided to Buyer in writing specifically for use in connection with the Financing). (c) Nothing set forth in this Section 6.22 shall limit or derogate from the rights and obligations portion of the Parties under Article IXEquity Financing contemplated to be funded at Closing and necessary (together with any cash on hand and other available financing, none of which are subject to any conditions to funding) to fund the Required Amount at Closing.

Financing; Financing Cooperation. (a) Buyer ▇▇▇▇▇ ▇▇▇▇▇▇ shall, and shall cause its Affiliates and Representatives to, use its reasonable best efforts to obtain the Debt Financing on or prior to the Closing, on the terms and subject solely to the conditions (including, to the extent applicable, the “market flex” provisions set forth in the Fee Letters) described in the Debt Commitment Letter (it being understood that, for purposes of this Section 7.07, references to the Debt Commitment Letter shall be deemed to include any Fee Letter), including using its reasonable best efforts to: (i) comply with its obligations under the Debt Commitment Letter, (ii) maintain in full force and effect the Debt Commitment Letter in accordance with its terms or the definitive financing agreements related to the Permanent Financing (the “Definitive Debt Financing Agreements”) in accordance with the terms and conditions thereof, (iii) negotiate and enter into Definitive Debt Financing Agreements on a timely basis on the terms and subject solely to the conditions contemplated by the Debt Commitment Letter (including any “market flex” provisions set forth in the Fee Letters) or such other terms and conditions as ▇▇▇▇▇ ▇▇▇▇▇▇ may determine, so long as such other terms and conditions would not constitute a Prohibited Modification, (iv) satisfy (or obtain a waiver of) on a timely basis all conditions and comply with all obligations applicable to ▇▇▇▇▇ ▇▇▇▇▇▇, including with respect to the payment of any commitment, engagement or placement fees, in the Debt Commitment Letter or the Definitive Debt Financing Agreements, (v) enforce all of its rights under the Debt Commitment Letter or the Definitive Debt Financing Agreements and (vi) otherwise take, or cause to be taken, all actions and to do, or cause to be done, all things commercially reasonable reasonably necessary, proper and advisable to timely arrange and obtain the Financing on the terms and conditions described in consummate the Debt Financing Commitments no later than the Closing. ▇▇▇▇▇ ▇▇▇▇▇▇ shall keep Chart informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Permanent Financing. ▇▇▇▇▇ ▇▇▇▇▇▇ shall not permit give Chart prompt written notice (A) upon having knowledge of any amendment material breach by any party to the Debt Commitment Letter or modification to be made to, the Definitive Debt Financing Agreements or any waiver of any provision or remedy under, the Debt Financing Commitments if such amendment, modification or waiver would, or would reasonably be expected to, delay or prevent the Closing Date. (b) Seller shall cause the Company Group to provide reasonably promptly, and shall use its commercially reasonable efforts to cause the officers, employees and advisors early termination of the Company Group to provide reasonably promptly, in connection with the Financing, such reasonable cooperation, at Buyer’s sole expense, as is customary for debt financings of the type to be obtained by Buyer in connection with the transactions contemplated hereunder and as may be reasonably requested by Buyer, including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) furnishing Buyer and its financing sources with financial and other pertinent information regarding the Company Group, (iii) assisting with the preparation of customary offering documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials (collectively, the “Financing Materials”), (iv) requesting assistance and cooperation of the Company Group’s independent accountants, including participating in a reasonable number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the financing and customary “comfort” letters (including “negative assurance” comfort) with respect to the financial information to be included in any offering memorandum, and providing such accountants with any documentation reasonably requested by them in connection therewith, and (v) facilitating the pledging of collateral (which shall only be effective at Closing); provided, however, that nothing herein shall require (I) any member of the Seller Group or its officers, employees and advisors, to enter into any definitive agreement in connection with the Financing, or (II) with respect to the Company Group, except in connection with the Closing of the Financing, enter into any definitive agreement in connection with the Financing, or (III) Seller or the Company Group or the officers, employees and advisors of Seller or the Company Group, as the case may be, to (x) take any action that would be effective prior to the Closing to the extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or operations of the Company, (y) pay any commitment or other similar financing fee, or (z) unless promptly reimbursed by Buyer, incur any expenses in connection with the Financing. Buyer shall, other than in the case of a judicial determination that Seller has committed willful misconduct, indemnify and hold harmless Seller and the Company Group, and the officers, employees and advisors of Seller and the Company Group, from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of, or otherwise in connection with, the Financing and any information used in connection therewith commitments thereunder (other than information relating to the Seller Group and provided to Buyer any termination in writing specifically for use in connection accordance with the Financingterms thereof or termination of commitments not needed to obtain funds sufficient to satisfy the Financing Uses). (c) Nothing set forth in this Section 6.22 shall limit or derogate from the rights and obligations of the Parties under Article IX.,