Common use of Assistance with Financing Clause in Contracts

Assistance with Financing. The Company agrees to provide reasonable co-operation and assistance (and procure that its Representatives provide reasonable co-operation and assistance) in connection with the arrangement or provision of any debt and/or equity financing by the Acquirer or any member of the Acquirer Group for the purposes of funding the Consideration as may be reasonably requested the Acquirer, including: (a) facilitating liaison between the Acquirer and existing financiers for the purposes of the Company notifying and discussing change of control procedures and/or managing the repayment and/or continuation of those counterparties on or after the Implementation Date and the efficient termination and/or continuation of some or all of their existing financing arrangements with the Company with effect from that time; (b) making available (on an in-person or remote basis, as is convenient for the executive) senior executives of the Company to meet with the financiers of the Acquirer or Acquirer Group (at convenient times); (c) executing and delivering any customary prepayment/cancellation notices and any other similar customary documentation reasonably requested by the Acquirer or the financiers of the Acquirer or Acquirer Group, in each case that are subject to the Scheme becoming Effective, relating to the repayment of the Company’s existing indebtedness identified by the Acquirer, and the release on the Implementation Date of all related Encumbrances; (d) solely with respect to the MHM Automation Group, using reasonable endeavours to facilitate the pledging of, granting a security interest in and obtaining perfection of any Encumbrances on, collateral to take effect immediately following implementation of the Scheme; and (e) providing as promptly as reasonably practicable (and in any event, no less than 4 Business Days prior to the Implementation Date) all documentation and other information required by any member of the Acquirer Group or any person providing debt financing to the Acquirer, any member of the Acquirer Group or the MHM Automation Group under applicable “know your customer” and anti-money laundering rules and regulations, provided that: (f) no MHM Automation Group member shall be required to enter into any agreements or arrangements in respect of any debt and/or equity financing prior to implementation of the Scheme on the Implementation Date (except as contemplated by clause 9.6(c) and "know your customer information as described above); (g) no MHM Automation Group member shall be required to provide any confidential, competitively sensitive, or privileged information where the provision of such information is reasonably likely to cause prejudice to the commercial or legal interests of any member of the MHM Automation Group, or would be reasonably likely to jeopardise any lawyer-client or other legal privilege; (h) if this agreement is terminated under clause 15 (other than clause 15.1, 15.4 or 15.11 in relation to a Prescribed Occurrence), the Acquirer must promptly reimburse the Company for all reasonable out-of-pocket costs properly incurred by the Company (and supported by valid tax invoices addressed to a member of the MHM Automation Group) directly in connection with providing cooperation under this clause 9.6; (i) the MHM Automation Group and its Representatives are not required to do any act, matter or thing under this clause 9.6 to the extent such act, matter or thing would breach any applicable law or any confidentiality obligations owed by any member of the MHM Automation Group to third parties; and (j) clauses 9.1(a)(i)(5) to (7) will apply to this clause 9.6 with all necessary modifications.

Assistance with Financing. The Company (a) Abano agrees to provide reasonable co-operation and assistance (and procure that its Representatives provide reasonable co-operation and assistance) in connection with the arrangement or provision syndication of any acquisition, debt and/or equity financing by the Acquirer or any Bidco Group member of the Acquirer Group for the purposes of funding the Consideration as may be reasonably requested the Acquirerby Bidco, including: (ai) providing their financiers or investors within a reasonable timeframe (including providing any consent required under the Confidentiality Agreement to such disclosure, subject to such financiers entering into confidentiality arrangements which are reasonably required by Abano) with financial or other pertinent information regarding Abano, the Abano Group or any other entity in which any Abano Group member has an investment, and providing reasonable access to members of the corporate senior management team of Abano at mutually convenient times (provided this does not, in the reasonable opinion of Abano, result in unreasonable disruptions to the Abano Group’s business), as may be reasonably requested by Bidco in order to prepare the unwinding of existing, and the implementation and syndication of new, financing arrangements for the Transaction, provided that Abano is not required to provide any forward looking financial information; and (ii) facilitating liaison between the Acquirer Bidco and existing financiers for the purposes of the Company Abano notifying and discussing change of control procedures and/or managing the repayment and/or continuation of those counterparties on or after the Implementation Date and the efficient termination and/or continuation of some or all of their existing financing arrangements with the Company Abano with effect from that time;. (b) making available (on an in-person Abano may, by written notice to Bidco at any time after a payment obligation becomes due under the Equity Commitment Letter, require Bidco to enforce any of its rights under the Equity Commitment Letters or remote basisany other document relating to the Equity Commitment Letters. If Bidco receives notice from Abano under this clause 5.12(b), as is convenient for then it must take all reasonable steps necessary to promptly enforce its relevant rights under the executive) senior executives of Equity Commitment Letters or any other document relating to the Company to meet with the financiers of the Acquirer or Acquirer Group (at convenient times);Equity Commitment Letters. (c) executing and delivering Bidco will not, without Abano’s prior written consent, vary or waive any customary prepayment/cancellation notices and such right, power or remedy in the Equity Commitment Letters in any other similar customary documentation material respect which will, or is reasonably requested by likely to, prejudice Bidco’s ability to: (A) provide the Acquirer or the financiers of the Acquirer or Acquirer GroupConsideration in accordance with this Agreement, in each case that are subject to the Scheme becoming Effective, relating to the repayment of the Company’s existing indebtedness identified by the Acquirer, and the release on the Implementation Date of all related EncumbrancesDeed Poll; (dB) solely with respect pay the Abano Reimbursement Sum when due and payable under this Agreement; or (C) pay any final, non-appealable award of damages, up to an aggregate amount equal to the MHM Automation GroupAbano Reimbursement Sum, using reasonable endeavours to facilitate the pledging of, granting made by a security interest court of competent jurisdiction or Government Agency against Bidco in and obtaining perfection favour of any Encumbrances on, collateral to take effect immediately following implementation of the Scheme; and (e) providing as promptly as reasonably practicable (and in any event, no less than 4 Business Days prior to the Implementation Date) all documentation and other information required by any member of the Acquirer Group or any person providing debt financing to the Acquirer, any member of the Acquirer Group or the MHM Automation Group under applicable “know your customer” and anti-money laundering rules and regulations, provided that: (f) no MHM Automation Group member shall be required to enter into any agreements or arrangements Abano in respect of any debt and/or equity financing prior to implementation a breach of the Scheme on the Implementation Date (except as contemplated this Agreement by clause 9.6(c) and "know your customer information as described above); (g) no MHM Automation Group member shall be required to provide any confidential, competitively sensitive, or privileged information where the provision of such information is reasonably likely to cause prejudice to the commercial or legal interests of any member of the MHM Automation Group, or would be reasonably likely to jeopardise any lawyer-client or other legal privilege; (h) if this agreement is terminated under clause 15 (other than clause 15.1, 15.4 or 15.11 in relation to a Prescribed Occurrence), the Acquirer must promptly reimburse the Company for all reasonable out-of-pocket costs properly incurred by the Company (and supported by valid tax invoices addressed to a member of the MHM Automation Group) directly in connection with providing cooperation under this clause 9.6; (i) the MHM Automation Group and its Representatives are not required to do any act, matter or thing under this clause 9.6 to the extent such act, matter or thing would breach any applicable law or any confidentiality obligations owed by any member of the MHM Automation Group to third parties; and (j) clauses 9.1(a)(i)(5) to (7) will apply to this clause 9.6 with all necessary modificationsBidco.

Assistance with Financing. The Company agrees (a) Seller acknowledges that Buyer may seek to obtain financing from time to time after the date of this Agreement, including, without limitation, pursuant to the New Financing. In furtherance of such efforts, Buyer will need to provide reasonable co-operation and assistance third parties, including the lenders from whom Buyer intends to obtain such financing, including the Lender (and procure that its Representatives provide reasonable co-operation and assistance) the “Financing Parties”), the information which is reasonably customary in connection with the arrangement or provision of any debt and/or equity financing by (the Acquirer or any member of “Company Group Information”), including, without limitation, the Acquirer following: (i) as promptly as practicable all historical financial and other pertinent historical information regarding the Company Group for the purposes of funding the Consideration and its Affiliates as may be reasonably requested in writing by Buyer in connection with the AcquirerNew Financing or other financing (including such information which Buyer has determined is necessary for any filings with the SEC or the preparation of one or more information packages regarding the Business, including: (a) facilitating liaison between the Acquirer operations, financial projections and existing financiers for the purposes prospects of the Company notifying Group and discussing change its Affiliates customary for such financing or reasonably necessary for the syndication of control procedures and/or managing the repayment and/or continuation New Financing or other financing by the financing source) and (ii) furnishing all financial statements expressly required by the Credit Agreement within the time periods specified therein. Upon the reasonable request of those counterparties on or after the Implementation Date and the efficient termination and/or continuation of some or all of their existing financing arrangements with Buyer, the Company with effect from that time; Group shall provide the Company Group Information to the Buyer or a Financing Party upon such Financing Party’s customary undertaking of confidentiality. In addition, at Buyer’s sole expense (b) making available (on an in-person or remote basis, as is convenient for including the executive) senior executives reimbursement of the Company to meet with the financiers of the Acquirer or Acquirer Group (at convenient times); (c) executing and delivering any customary prepayment/cancellation notices and any other similar customary documentation reasonably requested by the Acquirer or the financiers of the Acquirer or Acquirer Group, in each case that are subject to the Scheme becoming Effective, relating to the repayment of the Company’s existing indebtedness identified by the Acquirer, and the release on the Implementation Date of all related Encumbrances; (d) solely with respect to the MHM Automation Group, using reasonable endeavours to facilitate the pledging of, granting a security interest in and obtaining perfection of any Encumbrances on, collateral to take effect immediately following implementation of the Scheme; and (e) providing as promptly as reasonably practicable (and in any event, no less than 4 Business Days prior to the Implementation Date) all documentation and other information required by any member of the Acquirer Group or any person providing debt financing to the Acquirer, any member of the Acquirer Group or the MHM Automation Group under applicable “know your customer” and anti-money laundering rules and regulations, provided that: (f) no MHM Automation Group member shall be required to enter into any agreements or arrangements in respect of any debt and/or equity financing prior to implementation of the Scheme on the Implementation Date (except as contemplated by clause 9.6(c) and "know your customer information as described above); (g) no MHM Automation Group member shall be required to provide any confidential, competitively sensitive, or privileged information where the provision of such information is reasonably likely to cause prejudice to the commercial or legal interests of any member of the MHM Automation Group, or would be reasonably likely to jeopardise any lawyer-client or other legal privilege; (h) if this agreement is terminated under clause 15 (other than clause 15.1, 15.4 or 15.11 in relation to a Prescribed Occurrence), the Acquirer must promptly reimburse the Company for all reasonable out-of-pocket costs properly incurred of the Company Group’s attorneys, accountants and other advisors), the Company Group shall provide reasonable cooperation, and shall cause its Affiliates and independent accountants to cooperate, as reasonably requested by the Company (and supported by valid tax invoices addressed to a member of the MHM Automation Group) directly Buyer, in connection with providing cooperation under this clause 9.6;the arrangement of, and the negotiation of agreements with respect to, any such financing. (b) During the Pre-Closing Period, the Company Group shall use commercially reasonable efforts, at Buyer’s sole expense (including the reimbursement of the out-of-pocket costs of the Company Group’s attorneys, accountants and other advisors), to provide, and shall cause its Affiliates and independent accountants to provide, Buyer with such information as the Buyer may reasonably request (including Company Group Information and management representation letters required for any audit and accountants comfort letters required in connection with debt or equity offerings) in connection with: (i) the MHM Automation completion of any private offering memorandums or other disclosure documents, (ii) Buyer’s efforts to cause the Company Group’s financial statements and the pro forma financial information described in clause (iii) to comply with Regulation S-X under the Securities Act and (iii) Buyer’s preparation of pro forma financial information for purposes of its reports, or other filings in accordance with Securities Act or the Exchange Act. (c) During the Pre-Closing Period, in the event the SEC has comments or questions on any of the Company Group’s or Affiliates financial information, the Company Group at Buyer’s sole expense (including the reimbursement of the out-of-pocket costs of the Company Group’s attorneys, accountants and other advisors), shall use commercially reasonable efforts to reasonably assist and cooperate, and shall cause its Representatives independent accountants and Affiliates to assist and cooperate, with Buyer, Buyer’s independent accountants and the SEC to resolve any such issues and questions regarding the Company Group Information and take such commercially reasonably actions with respect to such financial statements or information as are not required necessary for the Buyer to do any actsatisfy its obligations under Regulation S-X. (d) During the Pre-Closing Period, matter or thing under this clause 9.6 at Buyer’s sole expense (including the fees of the Company Group’s attorneys, accountants and other advisors and the reimbursement of such Person’s out of pocket costs), the Company Group shall reasonably cooperate, and shall cause its Affiliates to reasonably cooperate, with Buyer’s reasonable requests in connection with Buyer’s compliance with applicable Laws with respect to the transactions hereunder, including: (i) providing access to its management upon reasonable prior notice during normal business hours to assist with SEC reporting obligations of the transactions hereunder, including the preparation by Buyer of pro forma financial statements and addressing purchase accounting issues; (ii) allowing access to the Company Group’s independent accountants (including to the extent required by such actaccountants, matter consent to the release of their work papers to Buyer or thing would breach any applicable law Buyer’s independent accountants), and discussing with the Company Group’s independent accountants appropriate consents to fulfill Buyer’s reporting requirements, including financial statements and the notes thereto; (iii) assisting Buyer in preparation of materials for rating agency presentations, offering documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the New Financing or any confidentiality obligations owed by other financing, (iv) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the New Financing or any member other financing, (v) providing authorization letters to the New Financing or other sources authorizing the distribution of information to prospective lenders and containing a customary representation that such information does not contain a material misstatement or omission and containing a representation to the New Financing or other financing sources that the public side versions of such documents, if any, do not include material non-public information about the Company Group or its Affiliates or their securities, (vi) cooperating reasonably with Buyer’s New Financing or other financing sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the MHM Automation Company Group, and (vii) using its commercially reasonable efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by the Credit Agreement to be paid off, discharged and terminated on the Closing Date; provided, that the Company Group shall not be required to third parties; and (j) clauses 9.1(a)(i)(5) take any action prior to (7) will apply the Closing in contravention of the terms of any Company Debt and the effectiveness of any such documentation executed by the Company Group shall be subject to this clause 9.6 with all necessary modificationsthe consummation of the Closing.

Assistance with Financing. The Company agrees Seller Parties agree to provide reasonable co-operation and such assistance (and procure that to cause the Acquired Entities and its Representatives and their respective personnel and advisors to provide reasonable co-operation and such assistance) in connection with the arrangement or provision Debt Financing as is reasonably requested by the Buyer. Such assistance shall include, but not be limited to, the following: (i) participation in, and assistance with, the marketing efforts related to the Debt Financing; (ii) participation by senior management of the Seller Parties and the Acquired Entities in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) timely delivery to the Buyer and its financing sources of any debt and/or equity financing by the Acquirer or any member of the Acquirer Group for the purposes of funding the Consideration financial information as may be reasonably requested by the Acquirer, including: Buyer or its financing sources (athe “Financing Information”); (iv) facilitating liaison between the Acquirer and existing financiers for the purposes participation by senior management of the Company notifying Seller Parties and discussing change of control procedures and/or managing Acquired Entities in the repayment and/or continuation of those counterparties on or after the Implementation Date and the efficient termination and/or continuation of some or all of their existing financing arrangements with the Company with effect from that time; (b) making available (on an in-person or remote basis, as is convenient for the executive) senior executives negotiation of the Company final documentation with respect to meet with the financiers of the Acquirer or Acquirer Group Debt Financing; (at convenient times); (cv) executing and delivering any customary prepayment/cancellation notices and any other similar customary documentation taking such actions as are reasonably requested by the Acquirer Buyer or the financiers of the Acquirer or Acquirer Group, in each case that are subject to the Scheme becoming Effective, relating to the repayment of the Company’s existing indebtedness identified by the Acquirer, and the release on the Implementation Date of all related Encumbrances; (d) solely with respect to the MHM Automation Group, using reasonable endeavours its financing sources to facilitate the pledging of, granting satisfaction on a security interest in and timely basis of all conditions precedent to obtaining perfection of any Encumbrances on, collateral to take effect immediately following implementation of the SchemeDebt Financing; and (evi) providing taking all actions as promptly as reasonably practicable (and in any event, no less than 4 Business Days prior to the Implementation Date) all documentation and other information required by any member of the Acquirer Group or any person providing debt financing to the Acquirer, any member of the Acquirer Group or the MHM Automation Group under applicable “know your customer” and anti-money laundering rules and regulations, provided that: (f) no MHM Automation Group member shall may be required to enter into any agreements or arrangements in respect of any debt and/or equity financing prior to implementation of the Scheme on the Implementation Date (except as contemplated by clause 9.6(c) and "know your customer information as described above); (g) no MHM Automation Group member shall be required to provide any confidential, competitively sensitive, or privileged information where the provision of such information is reasonably likely to cause prejudice to the commercial or legal interests of any member of the MHM Automation Group, or would be reasonably likely to jeopardise any lawyer-client or other legal privilege; (h) if this agreement is terminated under clause 15 (other than clause 15.1, 15.4 or 15.11 in relation to a Prescribed Occurrence), the Acquirer must promptly reimburse the Company for all reasonable out-of-pocket costs properly incurred requested by the Company (and supported by valid tax invoices addressed to a member of the MHM Automation Group) directly Buyer or its financing sources in connection with providing cooperation the continuation of the Assumed Indebtedness and the payoff of all other Indebtedness of the Acquired Entities, including the releases contemplated by Sections 1.3(b)(iv) and 1.3(b)(v) hereof, (vii) causing the Seller Parties’ and the Acquired Entities’ independent auditors to cooperate with the Debt Financing, (viii) using its commercially reasonable efforts to ensure that the Debt Financing benefits from the existing lending relationships of the Seller Parties and the Acquired Entities, and (ix) filing such reports under the securities Laws as may be customary or required for transactions of the type contemplated by this clause 9.6; (i) Agreement and the MHM Automation Group Debt Financing Documents or reasonably requested by the Buyer. The Seller Parties will provide to the Buyer and its Representatives are financing sources such information as may be necessary so that the Financing Information is complete and correct in all material respects and does not required and will not contain any untrue statement of a material fact or omit to do any act, matter or thing under this clause 9.6 state a material fact necessary to make the statements contained therein not misleading. The Seller Parties hereby consent to the extent use of all of their and the Acquired Entities’ logos in connection with the Debt Financing, provided that such act, matter logos are used in a manner that is not intended to harm or thing would breach disparage the Seller Parties or the Acquired Entities or the reputation or goodwill of any applicable law or any confidentiality obligations owed by any member of the MHM Automation Group to third parties; and (j) clauses 9.1(a)(i)(5) to (7) will apply to this clause 9.6 with all necessary modificationsthem.