Common use of Structure Cooperation Clause in Contracts

Structure Cooperation. During the Interim Period, the Parties shall consider and negotiate in good faith (a) changes to this Agreement and the Related Agreements necessary or appropriate so that NewCo shall be a wholly-owned, disregarded subsidiary of the entity in which Sunoco and TCG hold the securities that are contemplated to be issued in connection with the Contemplated Transactions (the “Holding Company Structure”), (b) the terms and amount of any ▇▇▇▇▇ ▇▇▇▇ (including for the avoidance of doubt any securities that are not debt) to be issued in connection with the Contemplated Transactions; provided, however, that Sunoco consents to the issuance to TCG of a principal amount of up to $25,000,000 of NewCo Debt to TCG at the Closing, and (c) such other changes to the mechanics of this Agreement as may be proposed in good faith by any of the Parties and that are necessary or appropriate to effect any agreement regarding such changes or that the Parties agree are otherwise appropriate given the final terms of the Intermediary Financing and/or the Debt Financing. Any changes contemplated by this Section 8.15 shall be contained in a written instrument executed by the Parties in accordance with Section 12.1. Each Party agrees to consult with nationally-recognized financial advisors to determine customary terms for the NewCo Debt; provided, however, that no Party may unreasonably withhold consent to putting in place the Holding Company Structure. Notwithstanding the foregoing (other than the proviso to clause (b) above regarding the issuance of up to $25,000,000 of NewCo Debt to TCG at the Closing), no Party shall be required to agree to any changes to this Agreement pursuant to this Section 8.15 if such changes would adversely affect any Tax or financial accounting position of such Party.

Structure Cooperation. During the Interim Period, the Parties shall consider and negotiate in good faith (a) changes to this Agreement and the Related Agreements necessary or appropriate so that NewCo shall be a wholly-owned, disregarded subsidiary of the entity in which Sunoco and TCG hold the securities that are contemplated to be issued in connection with the Contemplated Transactions (the “Holding Company Structure”), (b) the terms and amount of any ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ▇▇▇▇▇ ▇▇▇▇ (including for the avoidance of doubt any securities that are not debt) to be issued in connection with the Contemplated Transactions; provided, however, that Sunoco consents to the issuance to TCG of a principal amount of up to $25,000,000 of NewCo Debt to TCG at the Closing, and (c) such other changes to the mechanics of this Agreement as may be proposed in good faith by any of the Parties and that are necessary or appropriate to effect any agreement regarding such changes or that the Parties agree are otherwise appropriate given the final terms of the Intermediary Financing and/or the Debt Financing. Any changes contemplated by this Section 8.15 shall be contained in a written instrument executed by the Parties in accordance with Section 12.1. Each Party agrees to consult with nationally-recognized financial advisors to determine customary terms for the NewCo Debt; provided, however, that no Party may unreasonably withhold consent to putting in place the Holding Company Structure. Notwithstanding the foregoing (other than the proviso to clause (b) above regarding the issuance of up to $25,000,000 of NewCo Debt to TCG at the Closing), no Party shall be required to agree to any changes to this Agreement pursuant to this Section 8.15 if such changes would adversely affect any Tax or financial accounting position of such Party.