Parent Cooperation. (i) Parent shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Transferred Entities and its and their respective Representatives to, provide such cooperation as is reasonably requested by Purchaser, including using reasonable best efforts to (A) make available to Purchaser and its financing sources the Required Information and such other financial, business or other pertinent information regarding Parent and its Subsidiaries that is then available to or readily obtainable by Parent as Purchaser shall reasonably request in order to consummate the Debt Financing and that is customarily provided by borrowers for inclusion in bank information memoranda and similar documents for financings of the type contemplated by the Debt Commitment Letter (it being understood and agreed that such information shall not include any information customarily delivered by an investment bank in the preparation of such bank information memoranda or similar documents), (B) upon reasonable prior written notice and at reasonable times, cause management of the Transferred Entities to participate in a reasonable number of meetings (but not more than one primary bank meeting) (in each case, which may be held via conference call), drafting sessions, rating agency presentations and lender due diligence presentations, in each case at times and locations to be mutually agreed, (C) providing assistance to Parent and its Debt Financing Sources in the preparation of customary bank information memoranda, lender presentations and rating agency presentations in connection with the Debt Financing (the “Marketing Material”), (D) provide assistance in the preparations for the pledging of collateral (it being understood that no such pledging of collateral will be effective until at or after the Closing), (E) deliver at least three (3) Business Days prior to the Closing, to the extent requested by the Purchaser on behalf of the Debt Financing Sources no later than ten (10) Business Days prior to the Closing Date, such documentation and other information required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 and, solely to the extent applicable to Parent and its Subsidiaries after giving effect to the transactions contemplated by this Agreement, information reasonably necessary to complete a Beneficial Ownership Certification as defined in 31 CFR 1010.230, and (F) provide reasonable assistance to facilitate at (but not prior to) the Closing the release of guarantees and the release of liens on assets of the Business (other than Permitted Liens) that are collateral for the Debt Financing. Parent hereby consents to the use of the logos of the Parent and its Subsidiaries in connection with any such debt financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Parent and/or its Subsidiaries or their reputation or goodwill. (ii) Notwithstanding the foregoing, neither Parent nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 6.15: (A) that would require Parent, the Transferred Entities or any of their Affiliates or any other Persons who are directors or officers of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing, (B) that would require Parent of any of its Affiliates (other than a Transferred Entity) or any other Persons to execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, other than a customary authorization letter described in the definition of “Required Information”, (C) that would require any Transferred Entity to execute or deliver any certificate, opinion, document, instrument or agreement, or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, in each case, prior to the Closing (it being understood that no obligations of any Transferred Entity under any certificate, opinion, document, instrument or agreement delivered pursuant to this Section 6.15 shall be required to be effective prior to the Closing), other than the customary authorization letters described in the definition of “Required Information”, (D) that would cause any representation or warranty in this Agreement to be breached by Parent or any of its Affiliates or would cause any condition to the Closing to fail to be satisfied, (E) that would require Parent or any of its Affiliates to pay any commitment or other similar fee or incur any other expense, Liability or obligation in connection with the Debt Financing, (F) that could cause any director, officer or employee or stockholder of Parent or any of its Affiliates to incur any personal liability, (G) that could reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective Organizational Documents, or any applicable Law or Contracts, (H) that provides access to or discloses information that Parent or any of its Affiliates determines could reasonably be expected to jeopardize any attorney-client privilege of, or conflict with any confidentiality obligations binding on, Parent or any of its Affiliates, (I) to prepare or deliver (1) any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice (other than financial statements of the type referred to in Section 4.6) or (2) any projections or pro forma financial statements, (J) that would, in the opinion of Parent, interfere with the ongoing operations of its or its Affiliates’ businesses (including the Business) or would require an action that is not within the control of Parent or its Subsidiaries using commercially reasonable efforts or (K) that would cause significant competitive harm to Parent or its Subsidiaries if the transactions contemplated by this Agreement are not consummated. All non-public or other confidential information provided by Parent or any of its Representatives pursuant to this Section 6.15 shall be kept confidential in accordance with the Confidentiality Agreement. Nothing contained in this Section 6.15 or otherwise shall require Parent or any of its Affiliates (other than, following the Closing, any Transferred Entity) to encumber any of its assets or be an issuer or other obligor with respect to the Debt Financing or require any Transferred Entity to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. Purchaser shall, promptly upon request by Parent, reimburse Parent and its Affiliates for all fees, costs, expenses and Liabilities incurred by any of them or their respective Representatives in connection with fulfilling their respective obligations pursuant to this Section 6.15 (including reasonable attorneys’ fees). (iii) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the provisions contained in this Section 6.15 represent the sole obligations of Parent and any of its Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Purchaser or any of its Affiliates with respect to the transactions contemplated by this Agreement or any Ancillary Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) or the Ancillary Agreements shall be deemed to expand or modify such obligations. Purchaser shall indemnify, defend and hold harmless Parent, its Affiliates and their respective Representatives from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by them in connection with the Financing or any other financing by Purchaser or any of its Affiliates (including the arrangement thereof) and any information used in connection therewith (other than arising from (i) historical financial statements relating to Parent and its Subsidiaries described in the definition of “Required Information” provided expressly for use in connection with the Debt Financing or (ii) the gross negligence, Fraud, willful misconduct or intentional misrepresentation or intentional breach of this Agreement). The reimbursement and indemnification obligations of Purchaser set forth in this Section 6.15(d) are referred to, collectively, as the “Reimbursement Obligations.”
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Parent Cooperation. (i) Parent shall, and shall cause the Transferred Entities to, use reasonable best efforts to, and shall use reasonable best efforts to cause the Transferred Entities and its and their respective Representatives to, provide provide, in each case, at the sole cost and expense of Purchaser, such cooperation as is reasonably requested by Purchaser, including using reasonable best efforts to (A) make available to Purchaser and its financing sources the Required Information and such other financial, business or other pertinent information regarding Parent and its Subsidiaries that is then available to or readily obtainable by Parent as Purchaser shall reasonably request in order to consummate connection with the Debt Financing and that is customarily provided by borrowers for inclusion in bank information memoranda the syndication and similar documents for financings of the type contemplated by the Debt Commitment Letter marketing thereof, including reasonable best efforts with respect to (it being understood and agreed that such information shall not include any information customarily delivered by an investment bank in the preparation of such bank information memoranda or similar documents), (BA) upon reasonable prior written notice and at reasonable times, cause participation by senior management and directors of the Transferred Entities to participate that will remain with the Transferred Entities after the Closing (“Continuing Management”) in a reasonable number of meetings (but not more than one primary bank meeting) (in each case, which may be held via conference callvirtually), drafting sessionslender presentations, rating agency presentations and lender due diligence presentations, in each case at times and locations to be mutually agreedagreed and to include direct contact between senior members of Continuing Management and the Debt Financing Sources, in each case to the extent customarily needed for financings of the type contemplated by the Debt Commitment Letter; (CB) providing reasonable assistance to Parent Purchaser and its Debt Financing Sources in the preparation of customary bank information memoranda, lender presentations and rating agency presentations in connection with the Debt Financing (the “Marketing Material”); provided, that no such Marketing Material shall be issued by, or include material financial information or any material non-public information (as reasonably determined by Parent) with respect to, Parent or its Subsidiaries that are not Transferred Entities, (DC) provide providing reasonable assistance in the preparations for of, and subject to the limitations set forth in clause (d)(ii) below, execution and delivery of, definitive financing documents, including any guarantee, pledge and security documents contemplated by the Debt Financing, and any certificates and schedules related thereto and other customary definitive documents relating to the Debt Financing, any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the pledging of collateral contemplated by the Debt Financing (including a certificate of an appropriate officer of the Transferred Entities that is Continuing Management with respect to solvency of the Transferred Entities on a consolidated basis in the form attached to the Debt Commitment Letter), as may be reasonably requested by Purchaser (it being understood that no such documents or pledging of collateral will be effective until at or after the Closing), (ED) deliver at least three (3) Business Days prior to the Closing, to the extent requested by the Purchaser on behalf of the any Debt Financing Sources no later than ten (10) Business Days prior to the Closing Date, furnishing such documentation and other information required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 andand the regulations regarding beneficial ownership, in each case, at least four (4) Business Days prior to the Closing Date and solely to the extent applicable to Parent such documentation and its Subsidiaries information apply after giving effect to the transactions contemplated Closing and does require any information regarding Parent, its Subsidiaries and their respective Affiliates, officers, directors or investors other than the Transferred Entities and Continuing Management, (E) providing Purchaser and the Debt Financing Sources with the Required Financial Information, the financial information required by this AgreementSection 6.1(f) (to the extent required thereby) and any other pertinent information and disclosures relating to the Business (including its operations, financial projections and prospects) as may be reasonably requested by Purchaser to the extent customary to assist in preparation of customary lender presentations and confidential information reasonably necessary to complete a Beneficial Ownership Certification as defined in 31 CFR 1010.230memorandum (and any supplements thereto), it being understood that Purchaser shall be responsible for the preparation of any pro forma financial statements and marketing materials for the Debt Financing and provide customary representations that the public side versions of such documents do not include material non-public information about Parent or its securities, (F) having Continuing Management provide customary authorization and representation letters in connection with the information contained in any confidential information memorandum or other disclosure or marketing materials related to the Debt Financing, (G) assisting Purchaser in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letter, (H) requesting that the independent auditors of the Transferred Entities attend (which may be virtual) a reasonable number of accounting due diligence sessions to the extent reasonably required by the Debt Financing Sources, (I) assisting the Debt Financing Sources in benefitting from existing lending relationships of the Transferred Entities to the extent the same does not adversely impact (in the good faith judgment of Parent) any financing or relationships of Parent and its Affiliates, (J) causing Continuing Management to take all corporate action necessary, to consummate the Debt Financing and (J) providing reasonable assistance to facilitate at (but not prior to) the Closing the release of guarantees and the release of liens on assets of the Business (other than Permitted Liens) that are collateral for the Debt FinancingLiens)(including reasonable best efforts to provide draft Payoff Letters and/or drafts of other lien release documents at least three Business Days prior to Closing. Parent hereby consents to the use of the logos of the Transferred Entities (but not of Parent and and/or any of its Subsidiaries other Subsidiaries) in connection with any such debt financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Parent and/or its Subsidiaries or their reputation or goodwillgoodwill and if any such logos are common logos that are also used by Parent or any of its Subsidiaries that are not Transferred Entities, the written consent of Parent shall be required prior such use.
(ii) Notwithstanding the foregoing, neither Parent nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 6.156.16: (A) that would require Parent, the Transferred Entities or any of their Affiliates or any other Persons who are directors or officers of such entities (other than Continuing Management) to pass resolutions or consents to approve or authorize the execution of the Debt Financing, (B) that would require Parent of any of its Affiliates (other than a Transferred Entity) or any other Persons (other than Continuing Management) to execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, other than a customary authorization letter described in the definition of “Required Information”, (C) that would require any Transferred Entity or any other Person to execute or deliver any certificate, opinionresolution, document, instrument or agreement, or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, in each case, prior to the Closing (it being understood that other than any authorization letter, representation letter, rating agency letter or similar agreements to be executed pursuant to clauses (d)(i)(E) or (d)(i)(F) above) and no obligations of any Transferred Entity under any certificate, opinionresolution, document, instrument or agreement delivered pursuant to this Section 6.15 6.16 shall be required to be effective prior to the Closing), Closing other than the customary any authorization letters described in the definition of “Required Information”letter, representation letter, rating agency letter or similar agreements to be executed pursuant to clauses (d)(i)(E) or (d)(i)(F) above), (D) that would cause any representation or warranty in this Agreement to be breached by the reasonable judgment of Parent or any of its Affiliates or would could cause any condition to the Closing set forth in Section 9.1 or Section 9.2 to fail to not be satisfiedsatisfied or otherwise cause any material breach of this Agreement, (E) that would require Parent or any of its Affiliates (other than the Transferred Entities after giving effect to Closing) to pay any commitment or other similar fee or incur any other expense, Liability or obligation in connection with the Debt Financing, (F) that could cause any director, officer or employee or stockholder of Parent or any of its Affiliates (other than Continuing Management or the Transferred Entities after giving effect to the Closing) to incur any personal liability, (G) that could reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, under any of their respective Organizational Documents, or any applicable Law or ContractsContracts existing on the date hereof, (H) that provides access to or discloses information that Parent or any of its Affiliates determines in good faith could reasonably be expected to jeopardize any attorney-client privilege of, or conflict with any confidentiality obligations binding on, Parent or any of its Affiliates, (I) to prepare or deliver (1) any financial statements or information that are not available to it and or prepared in the ordinary course of its financial reporting practice (other than financial statements of the type referred to in Section 4.6) or (2) any projections or pro forma financial statements; provided that this clause (I) shall not limit the requirement of Parent or its Affiliates to provide the Required Financial Information, to provide or assist with the financial information required by Section 6.1(f) or (J) that would, in the reasonable opinion of Parent, materially interfere with the ongoing operations of its the Parent or its Affiliates’ businesses (including the Business) or would require an action that is not within the control of Parent or its Subsidiaries using commercially reasonable best efforts or (K) that would cause significant competitive harm to Parent or its Subsidiaries if the transactions contemplated by this Agreement are not consummated. All non-public or other confidential information provided by Parent or any of its Representatives pursuant to this Section 6.15 6.16 shall be kept confidential in accordance with the Confidentiality Agreement; provided that, they may be disclosed to the Debt Financing Sources pursuant to confidentiality agreements consistent with the Confidentiality Agreement. Nothing contained in this Section 6.15 6.16 or otherwise shall require Parent or any of its Affiliates (other than, following the Closing, any Transferred Entity) to encumber any of its assets or be an issuer or other obligor with respect to the Debt Financing or require any Transferred Entity to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. Purchaser shall, promptly upon request by Parent, reimburse Parent and its Affiliates for all fees, costs, costs and expenses and Liabilities incurred by any of them or their respective Representatives in connection with fulfilling their respective obligations pursuant to this Section 6.15 6.16 (including reasonable and documented attorneys’ fees).
(iii) . Notwithstanding anything herein to the contrary, (i) the obligations of Parent and its Affiliates (and of their respective Representatives) to comply with the provisions set forth in this Section 6.16(d) shall be deemed satisfied for purposes of the condition to the Closing set forth in Section 9.2(b) unless the Debt Financing has not been obtained as a result of Parent’s or any of its Affiliate’s (or any of their respective Representative’s) breach of its obligations under this Section 6.16(d) and (ii) the parties hereto acknowledge and agree that the provisions contained in this Section 6.15 6.16(d) represent the sole obligations of Parent and any of its Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Purchaser or any of its Affiliates with respect to the transactions contemplated by this Agreement or any Ancillary Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) or the Ancillary Agreements shall be deemed to expand or modify such obligations. Purchaser shall indemnify, defend and hold harmless Parent, its Affiliates and their respective Representatives from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by them in connection with the Financing or any other financing by Purchaser or any of its Affiliates (including the arrangement thereof) and any information used in connection therewith (and other than arising to the extent resulting solely from (i) historical financial statements relating to bad faith, gross negligence or willful misconduct, in each case, by Parent and or any of its Subsidiaries described in the definition of “Required Information” provided expressly for use in connection with the Debt Financing or (ii) the gross negligence, Fraud, willful misconduct or intentional misrepresentation or intentional breach of this Agreement)Affiliates. The reimbursement and indemnification obligations of Purchaser set forth in this Section 6.15(d6.16(d) are referred to, collectively, as the “Reimbursement Obligations.”
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