Common use of Company Support Clause in Contracts

Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of the Company Subsidiaries to use its respective reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent in connection with the Debt Financing, including: (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; (B) reasonably assisting Parent and the Debt Financing Sources with the timely preparation of customary (i) rating agency presentations, bank information memoranda, lender presentations and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (D) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with all Required Information. If the Company in good faith reasonably believes that it has provided the Required Information, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; (G) delivering notices of prepayment within reasonable time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations. (ii) Notwithstanding the provisions of Section 5.9(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H) that is effective prior to the Closing, (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or the Company and the Company Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) and neither the Company nor any of the Company Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 will require (y) any officer or Representative of the Company or any of the Company Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (z) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective Time.

Company Support. (i) Prior to the Effective TimeThe Company shall, the Company will and shall cause its Subsidiaries to, and shall use its reasonable best efforts, and will efforts to cause each the Representatives of the Company and its Subsidiaries to, provide to use its respective reasonable best effortsParent and Merger Sub, to provide Parent with all at Parent’s expense, such cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent in connection with the Debt FinancingFinancing as may be reasonably requested by Parent, including: (A) participating reasonably assisting (and causing senior management and other Representatives, with appropriate seniority and expertise, of the Company, Company and its Subsidiaries to participate) in a reasonable the preparation for and limited number of meetingsparticipation in meetings and calls, drafting sessions, rating agency presentations, road shows, shows and due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating prospective lenders, investors and ratings agencies, and assisting Parent in obtaining ratings as contemplated by the Financing and otherwise reasonably cooperating with the marketing efforts for any Financing, including, without limitation, direct contact between senior management and other Representatives of the Debt FinancingCompany and its Subsidiaries, on the one hand, and the actual or prospective lenders, investors and ratings agencies and their respective Representatives, on the other hand; (B) reasonably assisting Parent and the Debt Financing Sources with in the timely preparation of customary (i) rating agency presentationsoffering documents, private placement memoranda, bank information memoranda, lender presentations prospectuses and similar marketing documents required for any of the Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda authorizing the Debt Financingdistribution of information regarding the Company and its Subsidiaries to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Company or its Subsidiaries or their respective securities; and (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation customary materials for one or more periods following the Closingrating agency presentations; (C) cooperating with Parent to obtain customary corporate and facilities ratings; (D) as promptly as reasonably assisting practical and within the time periods required by the Commitment Letter (i) furnishing Parent’s financing sources (including the Financing Sources) and their respective Representatives with the Required Information and any other information reasonably requested or necessary in connection with the arrangement of the Financing and/or the Alternate Financing and providing such pertinent financial and other customary information (including assistance with preparing projections, financial estimates, forecasts and other forward-looking information for the Company and its Subsidiaries) as Parent, Merger Sub or the Financing Sources shall reasonably request in order to consummate the Financing and (ii) informing Parent if the chief executive officer, chief financial officer, treasurer or controller of the Company or any member of the Company Board shall have actual knowledge of any facts as a result of which a restatement of any financial statements for such financial statements to comply with GAAP is probable; (E) providing appropriate representations in connection with the preparation of financial statements and other financial data of the Company and its Subsidiaries and obtaining accountants’ consents and customary comfort letters (including customary “negative assurance”) in connection with the use of the Company’s financial statements in offering documents, prospectuses, Current Reports on Form 8-K and other documents to be filed with the SEC, if necessary; (F) using reasonable best efforts to assist Parent in connection with the preparation of pro forma financial information and registration financial statements to the extent required by SEC rules and regulations or necessary or reasonably required by Parent’s financing sources (including the Financing Sources) to be included in any offering documents; (G) using reasonable best efforts to provide monthly financial statements in the form currently prepared by the Company as soon as reasonably practicable after the same become available after the end of each month prior to the Closing; (H) executing and delivering as of (but not executing, unless effective only at or following before) the Effective Time) Closing any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents (including any hedging agreements), or other certificates, legal opinions or documents (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters regarding the Company and its Subsidiaries) as may be reasonably requested by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (D) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with all Required Information. If the Company in good faith reasonably believes that it has provided the Required Information, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5x) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement pay-off of existing indebtedness and the release and termination of any and all related liens) on or prior to Indebtedness at the Closing Date; (G) including delivering notices of prepayment within reasonable the time periods required by the relevant agreements governing indebtedness such Indebtedness and obtaining customary payoff letters, lien terminations ) and instruments the release of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge related Liens and termination in full at the Closing of all indebtedness; security interests, (Hy) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities and executing ratings agency engagement letters as required cooperation in connection with the Debt Financing Parent’s efforts to obtain environmental assessments and title insurance), and (providedz) using commercially reasonable efforts to procure, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement lettersif reasonably requested, customary (e.g., local counsel) legal opinions); (I) taking all actions reasonably necessary to (x) permit the Financing Sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures related thereto for the purpose of establishing collateral arrangements and (y) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; (J) assisting Parent to obtain waivers, consents, estoppels, non-disturbance agreements and approvals from other parties to material leases, encumbrances and Contracts relating to the Company and its Subsidiaries (including by arranging discussions among Parent, the Company and the Financing Sources and their respective Representatives with other parties to such material leases, encumbrances and Contracts); (K) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (1i) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporationor any of its Subsidiaries as directed by Parent), and (2ii) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and, if applicable; (JL) furnishing Parent and the Debt Financing Sources promptly (and in any event providing at least two five (25) Business Days prior to the Closing Date (to the extent all documentation and other information as is reasonably requested in writing by Parent at least ten (10) Business Days days prior to the Closing Date)) with all documentation and other information Date that is required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulationsregulations including the USA Patriot Act; and (M) ensuring that there will not be any competing issues of debt securities or commercial bank or other credit facilities of the Company or any of its Subsidiaries (other than the Financing) being offered, placed, or arranged that would materially impair the offering or syndication of the Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i) or any other provision of this Agreement, nothing anything in this Agreement will require to the contrary, neither the Company nor any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee or enter into any definitive agreement or incur any liability or obligation in connection with the Financing (or in any Alternate Financing) prior to the Effective Time, (B) take any action under this Section 7.3 that would unreasonably interfere with the business or operations of the Company or any of the Company Subsidiaries to its Subsidiaries, (AC) waive or amend any terms of this Agreement in a manner that would have an adverse effect on the Company or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parentits Subsidiaries, (BD) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H) that the effectiveness of which is effective prior to not conditioned on the ClosingMerger being consummated, (CE) give any indemnities in connection with the Financing that effectiveness of which are effective prior to not conditioned on the Effective TimeMerger being consummated, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or the Company and the Company Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries, (EF) provide any information the disclosure of which is prohibited or restricted under applicable by any Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (xG) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company Subsidiaries is a partyApplicable Laws. In addition, (1) no action, liability or obligation of the Company, any of the Company Subsidiaries its Subsidiaries, or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 Agreement will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H7.3(e)(i) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, Representative or (zB) the members of the Company Board as of immediately prior to the Effective Time date hereof to approve any financing or Contracts related thereto prior to the Effective Time.

Company Support. (i) Prior to the Effective TimeClosing Date, the Company will, and will cause its Subsidiaries to, use its reasonable best efforts, and will use reasonable best efforts to cause each of the Company Subsidiaries its and their respective Representatives to use its respective reasonable best efforts, in each case, to provide Parent and its Subsidiaries with all cooperation reasonably requested in writing by Parent to assist it in causing the conditions set forth in the Debt Financing Commitment Letters to be satisfied or as is otherwise reasonably requested in writing by Parent in connection with the Debt Financing and/or any permitted replacement, or amended, modified or alternative, financing (including, solely for purposes of this Section 5.17(b), one or more debt or capital markets (including private placement) financings, including any issuance of equity, equity-linked securities or securities that are not equity-linked, to be issued or incurred in addition to or in lieu of the financing contemplated by the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the Fee Letters) (together with the Debt Financing, any such financing, the “Financing”), including: (A) participating (and causing senior its management and Representativesteam, with appropriate seniority and expertise, of the Company, to participate) participate in a reasonable and limited number of meetings, presentations, road shows, due diligence sessionssessions (including with the Company’s auditors), drafting sessions and sessions with lenders, investors and rating agencies, and otherwise cooperating in each case in connection with the marketing efforts for Financing and at times and locations mutually agreed and reasonably coordinated in advance (it being understood that any of the Debt Financingsuch meetings, presentations, road shows and sessions may be by conference call or video conference); (B) reasonably cooperating with the syndication and marketing efforts of Parent and its Financing Sources in connection with the Financing, including assisting Parent and the Debt any Financing Sources with the timely preparation of appropriate and customary (i) materials for rating agency presentationspresentations (and assisting in the obtaining of corporate credit and corporate family ratings from any ratings agencies), bank information memoranda, lender presentations road show materials, offering memoranda, prospectuses, registration statements and other customary marketing materials required in connection with the Financing; provided that any such documents in relation to securities shall not be issued by the Company or any of its Subsidiaries; provided, further, that any rating agency presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of Financing shall reflect the Surviving Corporation for one or more periods following and/or its Subsidiaries as the Closingobligors; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documentsdocuments or other documents relating to the pledge of collateral, indentures, supplemental indentures, currency or interest rate hedging arrangements agreements, credit agreements and other definitive financing documents as may be reasonably requested in writing by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain facilitate obtaining from the Company’s auditors consents of accountants such auditors for use of their reports in any materials relating to the Debt Financing and accountants’ comfort lettersletters from such auditors, in each case as reasonably requested in writing by ParentParent or the Financing Sources), and otherwise reasonably facilitating the pledging of collateral collateral, including using reasonable best efforts to arrange for the delivery of stock certificates of the Company’s Subsidiaries (if applicable), and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective TimeClosing Date; (D) to the extent required in connection with the Financing, furnishing Parent and the Debt Financing SourcesParent, as promptly as practicablepracticable following Parent’s request in writing, with all Required Information. If (1) (x) the financial statements of the Company and its Subsidiaries set forth in good faith clauses (1) and (2) of paragraph 8 of Exhibit C of the Debt Commitment Letter and (y) to the extent reasonably believes that it has provided available to the Required InformationCompany, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the historical financial information regarding the Company will be deemed and its Subsidiaries necessary to have complied with this Section 5.9(f)(i)(Dpermit Parent to satisfy the condition set forth in clause (3) and of paragraph 8 of Exhibit C of the Marketing Period shall be deemed Debt Commitment Letter (or any analogous section in any amendment, modification, supplement, restatement or replacement thereof to have commenced as the extent not exceeding the scope of such date unless Parent or the requirements set forth in the Debt Financing Source Commitment in good faith reasonably believe that effect on the Company has not completed delivery of the Required Information anddate hereof), within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in (x) all material respects with all requirements other historical financial statements, historical financial data and related audit reports of Regulation S-K the Company’s auditors for the Company and Regulation S-X under its Subsidiaries of the Securities Act (excluding information type that would be required by Regulation S-X Rule 3-10 promulgated by the SEC and (y) all other information regarding the Company and its Subsidiaries of the type that would be required by Regulation S-X Rule 3K promulgated by the SEC, in each case, for a registered public offering of securities (whether equity, equity-16linked securities or securities that are not equity-linked) for offerings on Form S-3 or a private placement of debt securities on under Rule 144 promulgated under the Securities Act, by Parent to finance an acquisition of the Company and its Subsidiaries, in each case to the extent reasonably available to the Company, (3) such other pertinent and customary and reasonably available information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent (x) to the extent that such information is of the type and form customarily included in a prospectus, registration statement or offering memorandum for the issuance of securities (whether equity, equity-linked securities or securities that are not equity-linked) pursuant to a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by filed with the SEC; , an offering pursuant to Rule 144A promulgated under the Securities Act or an offering pursuant to some other exemption under the Securities Act, including historical financial statements of the Company necessary to prepare pro forma financial statements for historical periods, or (3y) is otherwise necessary to receive from the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements independent accountants customary “comfort” (including any corresponding predecessor periods“negative assurance” comfort), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered together with drafts of customary comfort lettersletters that such independent accountants are prepared to deliver, including as subject to completion of customary negative assurances and change periodprocedures, upon the “pricing” of any securities (whether equity, equity-linked securities or such auditors indicated securities that they are not prepared to issue such comfort letter; provided that after commencement equity-linked), and the closing of the Marketing Periodoffering thereof with respect to the historical financial information of the Company and its Subsidiaries to be included in such prospectus, registration statement or offering memorandum, and (4) such other pertinent and customary and reasonably available information regarding the delivery Company and its Subsidiaries as is necessary or customary and as may be reasonably requested in writing by Parent for use in connection with any confidential information memorandum and any bank presentation used for the syndication of additional financial statements the Debt Financing or other Financing (it being understood that for purposes of this Section 5.17(b)(i), Parent, and not the Company or its Subsidiaries or their respective Representatives, shall be responsible for the preparation of any pro forma financial statements and any other pro forma information, including any pro forma adjustments) (all such information requested by Parent and documents in clauses (1)(x), (2)(x) and (3)(y) of this Section 5.17(b)(i)(D), but other than information required due to any Excluded Information, the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period“Required Financial Information”); (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or no less than three Business Days prior to the Closing Date; (G) delivering notices of prepayment within reasonable time periods required by , furnishing Parent and the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors with all documentation and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public other information about the Company or the Company and its Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, is reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, in writing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) 10 Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information that is required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001; (F) as promptly as reasonably practical following Parent’s request in writing, furnishing Parent and the Financing Sources with such information as may be reasonably necessary for the Required Financial Information to remain Compliant; (G) delivery of customary authorization letters that authorize a distribution of the confidential information memorandum to prospective lenders, which letters shall contain a customary “10b-5” representation by the Company with respect to the Company and its Subsidiaries and contain a representation that the public-side version does not include material non-public information about the Company and its Subsidiaries or their securities (provided that the Company shall be provided with a reasonable opportunity to review and comment on the disclosure with respect to the Company and its Subsidiaries contained in such confidential information memorandum); and (H) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested in writing by Parent or any of its Subsidiaries and necessary and customary to permit the consummation of the Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i5.17(b)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to to: (A) waive or amend any terms of this Agreement or agree to pay any fees or fees, reimburse any expenses or incur any other liability in connection with the Financing prior to the Effective Time for which Closing Date unless it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, Parent in accordance with Section 5.17(e) hereof; (B) require the Company or any of its Subsidiaries, or any director or manager on any of their respective boards of directors or managers (or equivalent bodies), to approve or authorize the Financing unless Parent shall have determined that such directors and managers (or members of equivalent bodies) are to remain as directors and managers (or members of equivalent bodies) of the Company or such Subsidiary on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing or enter into any definitive agreement agreement, certificate, instrument or other document (other than with respect to customary authorization letters and ratings agency engagement letters referred required pursuant to in Section 5.9(f)(i)(H5.17(b)(i)(G)) that the effectiveness of which is effective prior to not conditioned on the Closing, Closing Date; (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, Closing Date; (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the its business or the Company and the Company Subsidiaries in any material respect or create an unreasonable risk of damage or destruction to any material property or assets of the Company or any of the Company its Subsidiaries, ; (E) provide any information the disclosure of which is prohibited or restricted under applicable Law or Law, is legally privileged (provided that or would result in the event contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any obligation of confidentiality (not created in contemplation hereof) binding on the Company or the Company Subsidiaries do not provide information in reliance on this clause any of its Subsidiaries; (E), the Company or such Company Subsidiary shall (xF) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any material agreement to which the Company or any of the Company its Subsidiaries is a party. In addition; (G) take any action that would cause any representation or warranty in this Agreement to be breached or become inaccurate (unless such breach or inaccuracy is waived by Parent); (H) cause any director, (1) no actionofficer, liability employee or obligation of the Company, any stockholder of the Company or any of its Subsidiaries to incur any personal liability; (I) require the Company or any of its Subsidiaries or any of their respective Representatives to deliver any legal opinions or reliance letters (other than customary authorization letters required pursuant to Section 5.17(b)(i)(G)); (J) file or furnish any certificatereports or information with the SEC in connection with the Financing, agreementexcept, arrangementafter consultation between Parent and the Company and their Representatives, document the furnishing on Current Reports on Form 8-K by the Company of information included in documents with respect to such Financing to the extent required in order to satisfy the Company’s Regulation FD disclosure obligations; (K) prepare or instrument relating provide any Excluded Information; or (L) change any fiscal period or accelerate the Company’s preparation of its SEC reports or financial statements to align with Parent’s fiscal periods. No person who is a director of the Company or any of its Subsidiaries at any time prior to the Closing (a “Pre-Closing Director”) shall be required to take any action to approve the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) and neither the Company nor any of the Company its Subsidiaries will shall be required obligated to take any action pursuant to that requires action or approval by any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to Pre-Closing Director of the Debt Financing. (iii) that is not contingent on The Company will be deemed to be in compliance with Section 5.17(b)(i) and Section 5.15 unless and until (A) Parent provides written notice (the occurrence of the Closing or that must be effective prior “Non-Cooperation Notice”) to the Effective TimeCompany of any alleged failure to comply, or action or failure to act which could be believed to be a breach of Section 5.17(b)(i) or Section 5.15, (B) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require the Company to provide any cooperation that it would not otherwise be required to provide under Section 5.17(b)(i) or Section 5.15) and (2C) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 will require (y) any officer or Representative of the Company or any fails to take the actions specified on such Non-Cooperation Notice within five Business Days from receipt of the Company Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (z) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective TimeNon-Cooperation Notice.

Company Support. (i) Prior to the Effective TimeClosing Date, the Company will, and will cause its Subsidiaries to, use its reasonable best efforts, and will use reasonable best efforts to cause each of the Company Subsidiaries its and their respective Representatives, at Parent’s sole cost and expense, to use its respective reasonable best efforts, in each case, to provide Parent and its Subsidiaries with all cooperation reasonably requested in writing by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent any of its Subsidiaries in connection with the Debt Financing, includingFinancing (provided that such requested cooperation does not (i) cause any representation or warranty in this Agreement to be breached or (ii) cause any condition in this Agreement to fail to be satisfied) including using its reasonable best efforts to: (A) participating (and causing senior A. cause its management and Representativesteam, with appropriate seniority and expertise, of the Company, including its senior executive officers to participate) assist in preparation for and to participate in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with lenders, investors and rating agencies, agencies at times and otherwise cooperating locations mutually agreed and reasonably coordinated in advance; B. assist with the syndication or other marketing efforts for any of the Debt Financing; (B) reasonably , including assisting Parent and the Debt Financing Sources or any of its Subsidiaries with the timely preparation of customary (i) rating agency presentationspresentations (and assisting in the obtaining of corporate credit and corporate family ratings from any ratings agencies), customary bank information memoranda, lender presentations and similar documents other customary marketing materials required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting C. assist Parent or any of its Subsidiaries in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indenturesdocuments or other documents relating to the pledge of collateral, currency or interest rate hedging arrangements agreements, credit agreements, a certificate of the Company with respect to solvency matters in the form set forth as Annex III to the Debt Commitment Letter and other definitive financing documents as may be reasonably requested by Parent or any of its Subsidiaries or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent)Sources, and otherwise reasonably facilitating the pledging of collateral collateral, including but not limited to delivery of stock certificates, and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective TimeClosing Date; (D) furnishing D. to the extent required in connection with the Debt Financing, furnish Parent and any of its Subsidiaries as promptly as practicable with (1) the financial statements with respect to the Company and its Subsidiaries set forth in paragraphs (v)(A) and (v)(B) of Annex II of the Debt Commitment Letter (or any analogous section in any amendment, modification, supplement, restatement or replacement thereof to the extent not exceeding the scope of the requirements set forth in the Debt Financing SourcesCommitment in effect on the date hereof) (the financial statements required by clause (1) of this Section 5.16(a)(i)D, as promptly as practicablethe “Required Financial Information”), with all Required Information. If it being understood and agreed that such financial statements of the Company and its Subsidiaries may be in good faith reasonably believes that it has provided the Required Information, it may deliver same form and scope as the financial statements previously delivered to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied or publicly filed with this Section 5.9(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice furnished to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point SEC prior to the completion date hereof, and (2) information required in connection with any confidential information memorandum and any bank presentation in respect of the Debt Financing, (1) such Required Information contains any untrue statement in each case customarily used for the syndication of debt financings of a material fact or omits type similar to state any material fact necessary in order the Debt Financing; E. to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information extent requested by Parent (other than information required due in a written notice delivered to the passage of timeCompany no later than forty-five (45) and required calendar days prior to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratingsClosing Date, consentsprovide for, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; , (Gi) delivering notices of prepayment within reasonable time periods required by the relevant agreements governing indebtedness satisfaction and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing release of all indebtedness; of the Company and its Subsidiaries’ liabilities and obligations (Hexcluding any obligations that are expressly provided to survive termination) providing executed authorization letters to under the Debt Financing Sources authorizing applicable CTBC Agreements (the distribution “Specified Indebtedness”), (ii) the termination of information to prospective lenders or investors the applicable CTBC Agreements and containing a representation to (iii) the Debt Financing Sources that the public side versions release of such documentsall Liens and guarantees, if any, do not include material non-public information about held pursuant to the Company applicable CTBC Agreements or otherwise securing the Company Subsidiaries or securities and executing ratings agency engagement letters as required in connection with Specified Indebtedness (collectively, the Debt Financing (“Specified Indebtedness Payoff”) ; provided, that in no event shall this Section 5.16(a)(i)E require the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with to (x) cause the Specified Indebtedness Payoff unless the Closing has occurred or immediately following (y) require the Effective Time; andCompany or any of its Subsidiaries to pay any fees, incur or reimburse any costs or expenses, or otherwise provide any funds required to effect any or all of the Specified Indebtedness Payoff; (J) furnishing F. furnish Parent and the Debt Financing Sources promptly (and in any event at least two four (24) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and ”, anti-money laundering laundering, and beneficial ownership rules and regulations, including the U.S. Patriot Act of 2001, in each case, as shall have been reasonably requested in writing by Parent at least nine (9) Business Days prior to the Closing Date that is reasonably required in connection with the Debt Financing; G. deliver customary authorization letters that authorize the distribution of the confidential information memorandum to prospective lenders, which letters shall contain a customary “10b-5” representation by the Company with respect to the Company and its Subsidiaries and contain a representation that the public-side version does not include material non-public information about the Company and its Subsidiaries or their securities; provided, however, that the Company shall have the right to review and comment on such materials prior to the delivery of its authorization letters; H. solely with respect to financial information and data derived from the Company’s historical books and records, assist Parent with providing information reasonably required in connection with the preparation of pro forma financial information and pro forma financial statements to the extent required by the Financing Sources in connection with the Debt Financing, it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of any Debt Financing; (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments or assumptions desired to be incorporated into any information used in connection with the Debt Financing; or (C) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition contemplated herein; and I. take all corporate and other actions, subject to and contingent upon the occurrence of the Closing, reasonably requested by Parent or any of its Subsidiaries and necessary and customary to permit the consummation of the Debt Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i5.16(a)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses or incur or satisfy any liability prior to the Effective Time Closing Date for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (B) enter into any definitive agreement (other than with respect to the customary authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(Hletter referenced above) that the effectiveness of which is effective prior to not conditioned on the ClosingClosing Date, (C) give any indemnities in connection with the Financing that are effective prior to the Effective TimeClosing Date, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the its business or the Company and the Company Subsidiaries in any material respect or create an unreasonable risk of damage or destruction to any material property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged (provided that privileged, is subject to attorney-client privilege or could reasonably be expected to result in the event that the Company disclosure of any trade secrets, customer-specific data or the Company Subsidiaries do not provide information in reliance on this clause competitively sensitive information, (E), the Company or such Company Subsidiary shall (xF) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will would reasonably be expected to conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any material agreement to which the Company or any of the Company its Subsidiaries is a partyparty (other than to the extent of any provision created or implemented in contemplation of this Agreement or the Transactions) or (G) taken any action that would cause the Company to breach any representation, warranty or covenant in this Agreement. In additionNo person who is a director, (1) no action, liability manager or obligation of general partner or person serving the Company, any equivalent function of the Company Subsidiaries or any of their respective Representatives pursuant its Subsidiaries at any time prior to the Closing (a “Pre-Closing Director”) shall be required to take any certificate, agreement, arrangement, document or instrument relating action to approve the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) and neither the Company nor any of the Company its Subsidiaries will shall be required obligated to take any action pursuant to Section 5.15(a)(i) that requires action or approval by any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to Pre-Closing Director of the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to . Until the Effective TimeTime occurs, and (2) neither the Company nor any bank information memoranda and high-yield offering prospectuses of its Subsidiaries shall have any liability or memoranda required in relation obligation under any loan agreement or any related document or any other agreement or document related to the Debt Financing will contain disclosure (other than in connection with any authorization letter referred to in Section 5.16(a)(i)H above). Except for the representations and warranties set forth in Article 3, the Company shall not have any liability to Parent or Merger Sub in respect of any financial statements reflecting the Surviving Corporation statements, other financial information or its Subsidiaries as the obligor. Nothing in data or other information provided pursuant to this Section 5.9 5.16(a). Parent and Merger Sub acknowledge and agree that (i) the obtaining of the Debt Financing, or any Alternative Debt Financing, is not a condition to Closing and (ii) a breach of this Section 5.16(a) will require (y) any officer or Representative only constitute a material breach of the Company or any for purposes of Section 6.3 if (x) Parent has provided the Company Subsidiaries with notice in writing of Company’s alleged failure to deliver comply with this Section 5.16(a) (with reasonable specificity as to the basis for any certificate such breach) and the Company has failed to cure such breach by the earlier of (i) ten (10) Business Days following such notice or opinion (ii) three (3) Business Days prior to the Outside Date (but only to the extent notice is provided by Parent to the Company at least ten (10) Business Days prior to the Outside Date), and, in each case, such breach is a proximate cause of (or take any other action pursuant to Section 5.9(f)(i)(H) or any other provision of this Agreement that could reasonably be expected on an individual basis to result in personal liability to such officer or Representative, or (zcause) the members of the Company Board as of immediately prior Debt Financing not being (or to the Effective Time to approve any financing or Contracts related thereto prior to the Effective Timenot be) consummated.

Company Support. (i) Prior to the Effective TimeClosing Date, the Company will, and will cause its Subsidiaries to, use its reasonable best efforts, and will use reasonable best efforts to cause each of the Company Subsidiaries its and their respective Representatives to use its respective reasonable best efforts, in each case, to provide Parent and its Subsidiaries with all cooperation reasonably requested in writing by Parent to assist it in causing the conditions set forth in the Debt Financing Commitment Letters to be satisfied or as is otherwise reasonably requested in writing by Parent in connection with the Financing and/or any permitted replacement, or amended, modified or alternative, financing (including, solely for purposes of this Section 5.17(b), one or more debt or capital markets (including private placement) financings, including any issuance of equity, equity-linked securities or securities that are not equity-linked, to be issued or incurred in addition to or in lieu of the financing contemplated by the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the Fee Letters) (it being understood that any such financing shall constitute “Financing” for purposes of this Section 5.17, including: (A) participating (and causing senior its management and Representativesteam, with appropriate seniority and expertise, of the Company, to participate) participate in a reasonable and limited number of meetings, presentations, road shows, due diligence sessionssessions (including with the Company’s auditors), drafting sessions and sessions with lenders, investors and rating agencies, and otherwise cooperating in each case in connection with the marketing efforts for Financing and at times and locations mutually agreed and reasonably coordinated in advance (it being understood that any of the Debt Financingsuch meetings, presentations, road shows and sessions may be by conference call or video conference); (B) reasonably cooperating with the syndication and marketing efforts of Parent and its Financing Sources in connection with the Financing, including assisting Parent and the Debt any Financing Sources with the timely preparation of appropriate and customary (i) materials for rating agency presentationspresentations (and assisting in the obtaining of corporate credit and corporate family ratings from any ratings agencies), bank information memoranda, lender presentations road show materials, offering memoranda, prospectuses, registration statements and other customary marketing materials required in connection with the Financing; provided that any such documents in relation to securities shall not be issued by the Company or any of its Subsidiaries; provided, further, that any rating agency presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of Financing shall reflect the Surviving Corporation for one or more periods following and/or their Subsidiaries as the Closingobligors; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documentsdocuments or other documents relating to the pledge of collateral, indentures, supplemental indentures, currency or interest rate hedging arrangements agreements, credit agreements and other definitive financing documents as may be reasonably requested in writing by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain facilitate obtaining from the Company’s auditors consents of accountants such auditors for use of their reports in any materials relating to the Debt Financing and accountants’ comfort lettersletters from such auditors, in each case as reasonably requested in writing by ParentParent or the Financing Sources), and otherwise reasonably facilitating the pledging of collateral collateral, including using reasonable best efforts to arrange for the delivery of stock certificates of the Company’s Subsidiaries (if applicable), and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective TimeClosing Date; (D) to the extent required in connection with the Financing, furnishing Parent and the Debt Financing SourcesParent, as promptly as practicablepracticable following Parent’s request in writing, with all Required Information. If (1) (x) the financial statements of the Company and its Subsidiaries set forth in good faith clauses (1) and (2) of paragraph 5 of Exhibit D of the Debt Commitment Letter and (y) to the extent reasonably believes that it has provided available to the Required InformationCompany, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the historical financial information regarding the Company will be deemed and its Subsidiaries necessary to have complied with this Section 5.9(f)(i)(Dpermit Parent to satisfy the condition set forth in clause (3) and of paragraph 5 of Exhibit D of the Marketing Period shall be deemed Debt Commitment Letter (or any analogous section in any amendment, modification, supplement, restatement or replacement thereof to have commenced as the extent not exceeding the scope of such date unless Parent or the requirements set forth in the Debt Financing Source Commitment in good faith reasonably believe that effect on the Company has not completed delivery of the Required Information anddate hereof), within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in (x) all material respects with all requirements other historical financial statements, historical financial data and related audit reports of Regulation S-K the Company’s auditors for the Company and Regulation S-X under its Subsidiaries of the Securities Act (excluding information type that would be required by Regulation S-X Rule 3-10 promulgated by the SEC and (y) all other information regarding the Company and its Subsidiaries of the type that would be required by Regulation S-X Rule 3K promulgated by the SEC, in each case, for a registered public offering of securities (whether equity, equity-16linked securities or securities that are not equity-linked) for offerings on Form S-3 or a private placement of debt securities on under Rule 144 promulgated under the Securities Act, by Parent to finance an acquisition of the Company and its Subsidiaries, in each case to the extent reasonably available to the Company, (3) such other pertinent and customary and reasonably available information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent (x) to the extent that such information is of the type and form customarily included in a prospectus, registration statement or offering memorandum for the issuance of securities (whether equity, equity-linked securities or securities that are not equity-linked) pursuant to a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by filed with the SEC; , an offering pursuant to Rule 144A promulgated under the Securities Act or an offering pursuant to some other exemption under the Securities Act, including historical financial statements of the Company necessary to prepare pro forma financial statements for historical periods, or (3y) is otherwise necessary to receive from the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements independent accountants customary “comfort” (including any corresponding predecessor periods“negative assurance” comfort), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered together with drafts of customary comfort lettersletters that such independent accountants are prepared to deliver, including as subject to completion of customary negative assurances and change periodprocedures, upon the “pricing” of any securities (whether equity, equity-linked securities or such auditors indicated securities that they are not prepared to issue such comfort letter; provided that after commencement equity-linked), and the closing of the Marketing Periodoffering thereof with respect to the historical financial information of the Company and its Subsidiaries to be included in such prospectus, registration statement or offering memorandum, and (4) such other pertinent and customary and reasonably available information regarding the delivery Company and its Subsidiaries as is necessary or customary and as may be reasonably requested in writing by Parent for use in connection with any confidential information memorandum and any bank presentation used for the syndication of additional financial statements the Debt Financing or other Financing (it being understood that for purposes of this Section 5.17(b)(i), Parent, and not the Company or its Subsidiaries or their respective Representatives, shall be responsible for the preparation of any pro forma financial statements and any other pro forma information, including any pro forma adjustments) (all such information requested by Parent and documents in clauses (1)(x), (2)(x) and (3)(y) of this Section 5.17(b)(i)(D), but other than information required due to any Excluded Information, the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period“Required Financial Information”); (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or no less than three Business Days prior to the Closing Date; (G) delivering notices of prepayment within reasonable time periods required by , furnishing Parent and the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors with all documentation and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public other information about the Company or the Company and its Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, is reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, in writing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) 10 Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information that is required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001; (F) as promptly as reasonably practical following Parent’s request in writing, furnishing Parent and the Financing Sources with such information as may be reasonably necessary for the Required Financial Information to remain Compliant; (G) delivery of customary authorization letters that authorize a distribution of the confidential information memorandum to prospective lenders, which letters shall contain a customary “10b-5” representation by the Company with respect to the Company and its Subsidiaries and contain a representation that the public-side version does not include material non-public information about the Company and its Subsidiaries or their securities (provided that the Company shall be provided with a reasonable opportunity to review and comment on the disclosure with respect to the Company and its Subsidiaries contained in such confidential information memorandum); and (H) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested in writing by Parent or any of its Subsidiaries and necessary and customary to permit the consummation of the Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i5.17(b)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to to: (A) waive or amend any terms of this Agreement or agree to pay any fees or fees, reimburse any expenses or incur any other liability in connection with the Financing prior to the Effective Time for which Closing Date unless it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, Parent in accordance with Section 5.17(e) hereof; (B) require the Company or any of its Subsidiaries, or any director or manager on any of their respective boards of directors or managers (or equivalent bodies), to approve or authorize the Financing unless Parent shall have determined that such directors and managers (or members of equivalent bodies) are to remain as directors and managers (or members of equivalent bodies) of the Company or such Subsidiary on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing or enter into any definitive agreement agreement, certificate, instrument or other document (other than with respect to customary authorization letters and ratings agency engagement letters referred required pursuant to in Section 5.9(f)(i)(H5.17(b)(i)(G) that the effectiveness of which is effective prior to not conditioned on the Closing, Closing Date; (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, Closing Date; (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the its business or the Company and the Company Subsidiaries in any material respect or create an unreasonable risk of damage or destruction to any material property or assets of the Company or any of the Company its Subsidiaries, ; (E) provide any information the disclosure of which is prohibited or restricted under applicable Law or Law, is legally privileged (provided that or would result in the event contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any obligation of confidentiality (not created in contemplation hereof) binding on the Company or the Company Subsidiaries do not provide information in reliance on this clause any of its Subsidiaries; (E), the Company or such Company Subsidiary shall (xF) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any material agreement to which the Company or any of the Company its Subsidiaries is a party. In addition; (G) take any action that would cause any representation or warranty in this Agreement to be breached or become inaccurate (unless such breach or inaccuracy is waived by Parent); (H) cause any director, (1) no actionofficer, liability employee or obligation of the Company, any stockholder of the Company or any of its Subsidiaries to incur any personal liability; (I) require the Company or any of its Subsidiaries or any of their respective Representatives to deliver any legal opinions or reliance letters (other than customary authorization letters required pursuant to Section 5.17(b)(i)(G)); (J) file or furnish any certificatereports or information with the SEC in connection with the Financing, agreementexcept, arrangementafter consultation between Parent and the Company and their Representatives, document the furnishing on Current Reports on Form 8-K by the Company of information included in documents with respect to such Financing to the extent required in order to satisfy the Company’s Regulation FD disclosure obligations; (K) prepare or instrument relating provide any Excluded Information; or (L) change any fiscal period or accelerate the Company’s preparation of its SEC reports or financial statements to align with Parent’s fiscal periods. No person who is a director of the Company or any of its Subsidiaries at any time prior to the Closing (a “Pre-Closing Director”) shall be required to take any action to approve the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) and neither the Company nor any of the Company its Subsidiaries will shall be required obligated to take any action pursuant to that requires action or approval by any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to Pre-Closing Director of the Debt Financing. (iii) that is not contingent on The Company will be deemed to be in compliance with Section 5.17(b)(i) and Section 5.15 unless and until (A) Parent provides written notice (the occurrence of the Closing or that must be effective prior “Non-Cooperation Notice”) to the Effective TimeCompany of any alleged failure to comply, or action or failure to act which could be believed to be a breach of Section 5.17(b)(i) or Section 5.15, (B) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require the Company to provide any cooperation that it would not otherwise be required to provide under Section 5.17(b)(i) or Section 5.15) and (2C) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 will require (y) any officer or Representative of the Company or any fails to take the actions specified on such Non-Cooperation Notice within five Business Days from receipt of the Company Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (z) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective TimeNon-Cooperation Notice.

Company Support. (i) Prior to the Effective TimeClosing, the Company will use its commercially reasonable best efforts, and will cause each of the Company Subsidiaries to use its respective commercially reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters Letter to be satisfied or as is otherwise reasonably requested by Parent in connection with the Debt Financing, including: : (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; ; (B) reasonably assisting Parent and the Debt Financing Sources with the timely preparation of customary (i1) rating agency presentations, bank information memoranda, lender presentations memoranda and similar documents required in connection with the Debt Financing; (ii2) high-yield Offering Documentsoffering documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii3) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; ; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective TimeClosing) any pledge and security documents, supplemental indentures, currency or interest interest-hedging arrangements and other definitive financing documents as may be reasonably requested by Parent or the Debt Financing Sources (including using commercially reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; Closing; (D) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with all Required Information. If the Company in good faith reasonably believes that it has provided the Required Information, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; (G) delivering notices of prepayment within reasonable time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered but effective only at or following the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; ; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (JE) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, at least five (5) Business Days prior to the Closing Date that are requested at least ten (10) Business Days prior to the Closing Date (or with respect to any Debt Financing Source identified after the date that is ten (10) Business Days prior to the Closing, at least three (3) Business Days prior to the Closing Date (without regard to when such documentation and information is requested)) and (F) providing all historical financial statements of the Company required by paragraph 9 of Exhibit C to the Debt Commitment Letter. At least one (1) Business Day prior to the Closing Date, the Company shall provide Parent with customary payoff letters with respect to any Company indebtedness for borrowed money that (i) specify the payoff amount(s) and (ii) provide for the termination of, the release of all obligations under, and the release of all Liens and other security interests granted in connection with, such indebtedness automatically after receipt by the applicable agent of the payoff amount specified therein. (ii) Notwithstanding the provisions of Section 5.9(f)(i6.03(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses with respect to the Debt Financing prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H) the Debt Financing that is effective prior to the ClosingEffective Time, (C) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time, (D) provide any information the disclosure of which is prohibited or restricted under applicable Legal Requirements or is legally privileged, (E) take any action that, in the reasonable good faith determination of the Company, would unreasonably interfere with the conduct of the business or of the Company and the Company Subsidiaries or create an unreasonable any risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries, ; or (EF) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will conflict with or violate its organizational documents or any applicable Laws Legal Requirements or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company Subsidiaries is a party. . (iii) In addition, (1A) no action, liability or obligation of the Company, any of the Company Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) relating to the Debt Financing that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2B) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 6.03 will require (y1) any officer or Representative of the Company or any of the Company Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H6.03(f)(i) or any other provision of this Agreement that could reasonably would be expected to result in personal liability to such officer or Representative, or (z2) the members of the Company Board of Directors as of immediately prior to the Effective Time to approve any financing or Contracts related thereto thereto, which approval would be effective prior to the Effective Time.

Company Support. (i) Prior to From and after the date hereof until the Effective Time, the Company will use its reasonable best efforts, and will cause each of the Company its Subsidiaries to use its respective reasonable best effortsefforts and will use reasonable best efforts to cause its Representatives, to promptly provide Parent Newco and Merger Sub with all customary cooperation reasonably requested by Parent Newco or Merger Sub to assist it in causing the conditions in the Debt Commitment Letters Letter (or New Debt Commitment Letter) to be satisfied or as is otherwise reasonably requested by Parent Newco in connection with the Debt Financing (or Alternate Debt Financing), including: (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the CompanyCompany or any of its Subsidiaries, to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions, sessions with rating agencies, sessions with prospective lenders and their respective advisors and otherwise cooperating with the marketing efforts for any of the Debt Financing; (B) reasonably assisting Parent Newco and the Debt Financing Sources with the timely preparation of customary (i) rating agency presentations, lender and investor presentations (including providing customary executed authorization letters to the Debt Financing Sources authorizing the distribution of information to potential lenders), bank information memoranda, lender presentations memoranda and other marketing materials and similar documents required by Newco, Merger Sub or its financing sources (including the Financing Source) in connection with the Debt Financing; and (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the ClosingClosing based on financial information and data derived from the Company’s historical books and records; (C) reasonably assisting Parent Newco in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent Newco or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by ParentNewco), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt FinancingFinancing (including the preparation of disclosure documents in connection with any such financing), it being understood that such documents will not take effect until the Effective Time; (D) furnishing Parent Newco and the Debt Financing SourcesSources reasonably promptly with (x) (a) the audited financial statements of the Company for the three most recently completed fiscal years ended at least 90 days before the Closing Date, which shall be accompanied by an unqualified audit opinion of Ernst & Young LLP, (b) the unaudited consolidated balance sheet and related unaudited statements of income and cash flow related to the Company and its Subsidiaries, for each subsequent fiscal quarter (other than the fourth fiscal quarter) ended at least 45 days before the Closing Date, (c) any other historical financial information of the Company required by Section 6 of Exhibit D of the Debt Commitment Letter and (y) all other financial information relating to the Company and its Subsidiaries that is necessary to permit Newco and Merger Sub to prepare the Confidential Information Memorandum (as promptly defined in the Debt Commitment Letter as practicablein effect as of the date of this Agreement) (the materials set forth in this clause (D), the “Required Financial Information”); provided that in no event shall the Required Financial Information be deemed to include, nor shall the Company be required to provide, pro forma financial statements, projections or other adjustments to the financial information of the Company or any of its Subsidiaries (provided that the Company agrees to use reasonable best efforts to cooperate with all Required InformationNewco in its preparation of such materials). If the Company in good faith reasonably believes that it has provided the Required Financial Information, it may deliver to Parent Newco a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D7.3(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent Newco or the Debt Financing Source in good faith reasonably believe believes that the Company has not completed delivery of the Required Financial Information and, within three two (32) Business Days after the delivery of such notice by the Company, deliver Newco delivers a written notice to the Company to that effect, stating in good faith the specific items of Required Financial Information the Company has not delivered, in which case such Required Financial Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent Newco to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by ParentNewco, including in connection with any arrangements to be effectuated after the Closing; provided that no such consents, landlord waivers and estoppels or non-disturbance agreements shall be effective prior to the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness (if any) and the release and termination of any and all related liensLiens) on or (but not prior to to) the Closing Date; (G) delivering notices of prepayment within reasonable the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the ClosingClosing (if any), and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtednessindebtedness (if any) and release of all Liens (other than Permitted Liens) in connection therewith; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company its Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and corporate, limited liability or other organizational actions, subject to the occurrence of the Closing, reasonably requested by Parent Newco to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time, in each case of clause (1) and (2), including, facilitating the execution and delivery at the Closing of definitive documents reasonably related to the Debt Financing (or any Alternative Debt Financing) (such documents, the “Debt Documents”) on the terms contemplated by the Debt Commitment Letter (or any New Debt Commitment Letter); and (J) furnishing Parent Newco and the Debt Financing Sources promptly with (and in any event at least two (2a) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), and (b) a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), in each case, at least three (3) Business Days prior to the Closing Date to the extent requested in writing at least ten (10) Business Days prior to the Closing Date by the Debt Financing Sources. (ii) Notwithstanding the provisions of Section 5.9(f)(i7.3(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of ParentNewco, (B) enter into or approve any definitive agreement or binding commitment in respect of the Debt Financing (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H7.3(f)(i)(H) that is effective prior to the Closing), (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or the Company and the Company its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company its Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 7.3 will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H7.3(f)(i) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective TimeDebt Financing.

Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will use its reasonable best efforts to cause each of the Company its Subsidiaries and Representatives to use its respective reasonable best efforts, to provide Parent Newco, at Newco’s sole expense, with all cooperation reasonably requested by Parent Newco to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent Newco in connection with the Debt Financing, including: (A) participating (and causing participation by the Company’s senior management and Representatives, with appropriate seniority and expertise, of the Company, to participate) team in a reasonable and limited number of meetings, presentations, road shows, drafting sessions, due diligence sessions, drafting sessions and sessions with rating agencies, agencies and otherwise cooperating using reasonable best efforts to cause the Company’s auditors to participate in due diligence activities with the marketing efforts for any of the Debt FinancingFinancing Sources; (B) reasonably assisting Parent with the preparation of materials for rating agency presentations, road shows, an offering memorandum, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents or other marketing materials required to be provided by the Debt Commitment Letters (including the provision of “backup” support); (C) as promptly as reasonably practical, furnishing Newco and the Debt Financing Sources with the timely preparation of customary (ix) rating agency presentations, bank such information memoranda, lender presentations and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent necessary for the Required Financial Information to remain Compliant and (y) such other pertinent financial and other customary information (including assistance with preparing projections, financial estimates, forecasts and other forward-looking information) as Newco, Merger Sub or Debt Financing Sources shall reasonably request in order to consummate the Debt Financing Sources or as is customary for the arrangement of loans or issuance of debt securities contemplated by the Debt Financing (including using reasonable best efforts to obtain consents all information contemplated by paragraph 8 of accountants for use of their reports in any materials relating Exhibit D to the Debt Financing and accountants’ comfort lettersCommitment Letter or the analogous provision in any amendment, modification, supplement, restatement or replacement thereof permitted or required hereunder), but in each case as reasonably requested by Parent), and otherwise reasonably facilitating subject to the pledging limitations specified in paragraph 8 of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective TimeExhibit D; (D) furnishing Parent and delivery of customary authorization letters that authorize the Debt Financing Sourcesdistribution of the confidential information memorandum to prospective lenders, as promptly as practicable, with all Required Information. If which letters shall contain a customary “10b-5” representation by the Company in good faith reasonably believes that it has provided the Required Information, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice respect to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K its Subsidiaries and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; (G) delivering notices of prepayment within reasonable time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing contain a representation to the Debt Financing Sources that the public public-side versions of such documents, if any, do version does not include material non-public information about the Company or the Company and its Subsidiaries or securities their securities; (E) delivery to Newco and executing ratings agency engagement letters as required in connection with the Debt Financing Sources of the Required Financial Information; (provided, that F) reasonable participation by senior financial officers of the Company shall and its Subsidiaries in the negotiation of the definitive documentation for the Debt Financing; (G) reasonably assisting Newco in Newco’s preparation of pro forma financial statements and financial information as of and for the twelve (12) month period ending on the last day of the most recently completed four (4) fiscal quarter period ended at least forty-five (45) days before the Closing Date, prepared after giving effect to the transactions described in the Debt Commitment Letters as if such transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statements of income), which need not be required include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)); (H) using reasonable best efforts to pay any cost or expenses relating assist in obtaining consents and legal opinions customary for financings similar to rating agency engagement letters)the Debt Financing; (I) taking all corporate and other actions, subject using reasonable best efforts prior to the occurrence commencement of the Closing, reasonably requested Marketing Period to help Newco procure public corporate ratings in respect of the Company and public ratings of the facilities contemplated by Parent to (1) permit the consummation Debt Commitment Letters and public ratings for any notes issued as a part of the Debt Financing (includingfrom Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; andInc.; (J) furnishing Parent and ensuring that there are no competing issues, offerings, arrangements or placements of debt securities or syndicated commercial bank or other credit facilities of the Company or its Subsidiaries (of the types contemplated by the Debt Financing Sources promptly (Commitment Letter) being offered, placed or arranged between the date of this Agreement and in any event at least two (2) Business Days prior to the Closing Date (other than any indebtedness of the Company and its Subsidiaries permitted to be incurred hereunder); (K) reasonably facilitating the satisfaction on a timely basis of all conditions in the Debt Commitment Letters that are within its control; (L) assisting in the preparation of any credit agreement, guarantee, pledge and security documents, other definitive financing documents and other certificates or documents with respect to the extent Debt Financing contemplated by the Debt Commitment Letters as may be reasonably requested by Newco (including a certificate of the chief financial officer of the Company with respect to the solvency of the Company and its Subsidiaries on a consolidated basis) or otherwise reasonably facilitating the pledging of collateral and the payoff of existing Indebtedness and the release of related liens, guarantees and other security interests; (M) at least ten three (103) Business Days prior to the Closing Date)) with , providing all documentation and other information as is reasonably requested in writing by Newco at least ten (10) days prior to the Closing Date about the Company and its Subsidiaries that Newco reasonably determines to be required by U.S. regulatory authorities pursuant to under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, in connection with the Debt Financing; and (N) using reasonable best efforts to ensure that any syndication efforts in connection with the Debt Financing benefit from the Company’s existing lending and investment banking relationships; (O) taking all actions reasonably requested by Newco and necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and (B) at the Closing, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; and (P) subject to customary confidentiality arrangements, providing other customary and reasonable due diligence materials as Newco may reasonably request to potential Debt Financing Sources necessary to consummate the Debt Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i7.3(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of ParentNewco, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H) that the effectiveness of which is effective prior to not conditioned on the ClosingClosing Date, (C) give any indemnities in connection with the Financing that effectiveness of which are effective prior to not conditioned on the Effective TimeClosing Date, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or of the Company and its Subsidiaries (for the Company Subsidiaries or create an unreasonable risk avoidance of damage or destruction doubt, any action to any property or assets be taken that is customary for transactions of the type contemplated by the Financing shall not be deemed to unreasonably interfere with the conduct of the business of the Company or any of the Company and its Subsidiaries), (E) provide any information the disclosure of which is prohibited or restricted under applicable by its organizational documents or any Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party; provided that the Company and its Subsidiaries shall use commercially reasonable efforts to obtain the consent of any third Person to such agreement to which the Company or any of its Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 Agreement will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H7.3(f)(i) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time date hereof to approve any financing or Contracts related thereto prior to the Effective Time.

Company Support. (i) Prior to the Effective Time, the Company will use its commercially reasonable best efforts, and will cause each of the Company its Subsidiaries to use its their respective commercially reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent in connection with the Debt Financing, including: (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, Representatives to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; (B) reasonably assisting Parent and the Debt Financing Sources (y) with the timely preparation of customary (i) rating agency presentations, bank information memoranda, lender presentations marketing materials and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documentsoffering documents, prospectuses, memoranda and similar documents required in connection with the Debt Financing; and (iiiz) by providing financial information as reasonably requested by Parent and the Merger Sub to enable Parent and the Merger Sub to prepare forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents (including schedules and exhibits thereto) as may be reasonably requested by Parent or the Debt Financing Sources (and including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing customary officer’s and accountants’ comfort letters, in each case as reasonably requested by Parentother closing certificates and back-up therefor), and otherwise reasonably facilitating the guarantees, the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (D) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with all Required Information. If (a) audited financial statements of the Company in good faith reasonably believes that it has provided for the Required Informationfiscal years ended January 2, it may deliver 2021 and December 28, 2019, (b) unaudited consolidated balance sheets and related unaudited statements of income and cash flows related to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will and its Subsidiaries, for each subsequent fiscal quarter (other than the fourth fiscal quarter) ended at least forty-five (45) days before the Closing Date, and (c) such other financial and other pertinent information regarding the Company and its Subsidiaries (including information regarding the business, operations and financial projections thereof) as may be reasonably requested by Parent to assist in the preparation of a customary confidential information memorandum or other customary information documents used in financings of the type contemplated by the Debt Commitment Letter (all such information and documents in this Section 7.2(d)(i)(D), the “Required Financial Information”); provided that the Company shall have been deemed to have complied with this Section 5.9(f)(i)(Ddelivered the information required by clause (a) and clause (b) if such information has been filed in the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the CompanySEC Reports. Notwithstanding anything to the contrary herein, such Required Financial Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1a) such Required Financial Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Financial Information, in the light of the circumstances under which they were made, not misleading; and (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3b) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Financial Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessmentsagreements with freight forwarders and other third parties handling importing of inventory, legal opinions, surveys and title insurance deposit account control agreements as reasonably requested by Parent, including in connection with any arrangements to be effectuated after Parent and contemplated by the ClosingDebt Commitment Letters; (F) reasonably facilitating cooperating with Parent with the pledging or the reaffirmation due diligence investigation of the pledge Financing Sources, providing reasonable access, during normal working hours and upon reasonable advance notice, as necessary for completion of collateral field examinations (including obtaining and delivering any pay-off letters and other cooperation or updates thereto) in connection with the repayment or other retirement borrowing base for the asset-based credit facility component of existing indebtedness the Debt Financing, and asset appraisals and the release evaluation of the current assets, cash management and termination accounting systems, policies and procedures of any the Company and all related liens) on or prior to its Subsidiaries relating thereto for the Closing Datepurpose of establishing collateral arrangements; (G) delivering notices of prepayment within reasonable the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien and guarantee terminations and instruments of discharge (including UCC-3 termination statements) to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtednessindebtedness required by the Debt Commitment Letters to be paid, discharged or terminated; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of debt and receipt of all of the proceeds of the Debt Financing, including any high-yield debt financing, Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (JI) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulationsregulations (including the Patriot Act and the Beneficial Ownership Regulations), provided that the request for such information has been made at least ten (10) Business Days prior to Closing. (ii) Notwithstanding the provisions of Section 5.9(f)(i7.2(d)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H) that is effective prior to the Closingagreement, (C) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time, (D) take any action that, in the good faith determination of the CompanyCompany (after consultation with its outside legal counsel), would unreasonably interfere with the conduct of the business or of the Company and the Company its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Laws Applicable Laws, or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company its Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 7.2 will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H) 7.2(d)(i), or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective Timethereto.

Company Support. (i) Prior to the Effective TimeClosing Date, subject to Section 6.15(e)(ii), the Company will use its reasonable best effortswill, and will cause each of the Company its Subsidiaries to and, will use its respective reasonable best effortsefforts to cause its and their respective Representatives to, at Parent’s sole expense, use reasonable best efforts to provide Parent and its Subsidiaries with all cooperation reasonably requested by Parent or any of its Subsidiaries to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent or any of its Subsidiaries in connection with the Debt Financing, the Alternative Financing and any other debt or capital markets (including private placement) financing in connection with the transactions contemplated by this Agreement (including the Merger), including any issuance of equity, equity-linked securities or securities that are not equity-linked (together with the Debt Financing, the “Financing”), and in each case that is customary in connection with Parent’s efforts to obtain the Financing, including: (Aa) participating (and causing senior its management and Representativesteam, with appropriate seniority and expertise, of the Company, including its senior executive officers and using its reasonable best efforts to participate) cause its external auditors to assist in preparation for and to participate in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with lenders, investors and rating agencies, agencies at times and otherwise cooperating locations mutually agreed and reasonably coordinated in advance; b) assisting with the syndication or other marketing efforts for of the Financing, including assisting Parent, any of the Debt Financing; (B) reasonably assisting Parent and its Subsidiaries, the Debt Financing Sources and any other sources of the Financing (together with the Debt Financing Sources, the “Financing Sources”) with the timely preparation of customary (i) rating agency presentationspresentations (and assisting in the obtaining of corporate credit and corporate family ratings from any ratings agencies), bank information memoranda, lender presentations and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documentsroad show materials, offering memoranda, prospectuses, memoranda registration statements and similar documents other customary marketing materials required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (Cc) reasonably assisting Parent or any of its Subsidiaries in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documentsdocuments or other documents relating to the pledge of collateral, indentures, supplemental indentures, currency or interest rate hedging arrangements agreements, credit agreements, a certificate of the Company with respect to solvency matters and other definitive and other financing related documents as may be reasonably requested by Parent or any of its Subsidiaries or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and Financing, accountants’ comfort letters, in each case as reasonably requested by ParentParent or any of its Subsidiaries), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective TimeClosing Date; (Dd) to the extent required in connection with the Financing, furnishing Parent Parent, any of its Subsidiaries and the Debt Financing Sources, as promptly as practicable, with all Required Information. If (1) the financial statements set forth in paragraph 6 of Exhibit C of the Debt Commitment Letter and financial information regarding the Company and its Subsidiaries necessary to permit the Buyer to satisfy the condition set forth in good faith reasonably believes that it has provided paragraph 7 of Exhibit C of the Required InformationDebt Commitment Letter (or any analogous section in any amendment, it may deliver modification, supplement, restatement or replacement thereof to Parent a written notice stating when it believes that it completed such delivery, the extent not exceeding the scope of the requirements set forth in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source Commitment in good faith reasonably believe that effect on the Company has not completed delivery of the Required Information anddate hereof), within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements other financial statements, financial data, audit reports and other information regarding the Company and its Subsidiaries of Regulation S-K and Regulation S-X under the Securities Act (excluding information type that would be required by Regulation S-X Rule 3-10 promulgated by the SEC and Regulation S-X Rule 3K promulgated by the SEC for a registered public offering of securities (whether equity, equity-16linked securities or securities that are not equity-linked) of the Company and its Subsidiaries or such other financial information customarily used for registered offerings on Form S-3 or private placements of debt securities on a registration statement on Form S-1 or sufficient to permit under Rule 144 promulgated under the Securities Act (all such a registration statement on Form S-1 from being declared effective by the SEC; information and documents in clauses (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods1), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; (2) and (5) of this Section 6.15(e)(i)d), the “Required Financial Information”), (3) if the Marketing Period commences prior to the filing date of an Annual Report on Form 10-K or Quarterly Reports on Form 10-Q but after the end of its corresponding fiscal year or quarter, as applicable, customary “flash” or “recent developments” data, (4) such other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or any of its Subsidiaries to the extent that such information is of the type and form customarily included in a prospectus, registration statement or offering memorandum for the issuance of securities (whether equity, equity-linked securities or securities that are not equity-linked) pursuant to a registration statement filed with the SEC, an offering pursuant to Rule 144A promulgated under the Securities Act or an offering pursuant to some other exemption under the Securities Act, including, without limitation, historical financial statements of the Company necessary to prepare pro forma financial statements for historical periods otherwise necessary to receive from the Company’s auditors have not delivered independent accountants (and any other accountant to the extent that financial statements audited or reviewed by such accountants are or would be included in such offering memorandum or prospectus) customary “comfort” (including “negative assurance” comfort), together with drafts of customary comfort lettersletters that such independent accountants are prepared to deliver upon the “pricing” of any securities (whether equity, including as to customary negative assurances and change period, equity-linked securities or such auditors indicated securities that they are not prepared to issue such comfort letter; provided that after commencement equity-linked), and the closing of the Marketing Period, offering thereof with respect to the delivery of additional financial statements or pro forma financial information requested by to be included in such prospectus, registration statement or offering memorandum, and (5) as well as furnishing Parent (other than and the Financing Sources information required due to in connection with any confidential information memorandum and any bank presentation in respect of the passage Debt Financing, in each case customarily used for the syndication of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate the Debt Financing or restart the Marketing Periodother Financing; (Ee) cooperating with Parent or any of its Subsidiaries to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance ratings as reasonably requested by ParentParent or any of its Subsidiaries, including in connection with any arrangements to be effectuated after each case at the Closingsole expense of Parent or such Subsidiary; (Ff) reasonably facilitating the transactions described in Section 6.18 and the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing the indebtedness of the Company as of immediately prior to the Effective Time (“Closing Date Indebtedness”) and the release and termination of any and all related liens) on or prior to the Closing Date; (Gg) delivering notices of prepayment and notices of redemption within reasonable the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien Lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution Closing Date Indebtedness of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters)its Subsidiaries; (Ih) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by furnishing Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act of 2001, in each case, at least seven (7) Business Days prior to the Closing Date; i) as promptly as reasonably practical, furnishing Parent and the Financing Sources with (x) such information as may be reasonably necessary for the Required Financial Information to remain Compliant and (y) such other pertinent financial and other customary information (including assistance with preparing projections, financial estimates, forecasts and other forward-looking information) as Parent or Financing Sources shall reasonably request and is necessary or customary in order to consummate the Financing or as is customary for the arrangement of loans or issuance of securities contemplated by the Financing; j) delivery of customary authorization letters that authorize the distribution of the confidential information memorandum to prospective lenders, which letters shall contain a customary “10b-5” representation by the Company with respect to the Company and its Subsidiaries and contain a representation that the public-side version does not include material non-public information about the Company and its Subsidiaries or their securities; k) ensuring that there are no competing issues, offerings, arrangements or placements of securities or syndicated commercial bank or other credit facilities of the Company or its Subsidiaries of the types that may be undertaken in connection with or pursuant to the Financing being offered, placed or arranged between the date of this Agreement and the Closing Date; l) assisting Parent with the preparation of pro forma financial information and projections; and m) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent or any of its Subsidiaries and necessary and customary to permit the consummation of the Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i6.15(e)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time Closing Date for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of ParentParent or any of its Subsidiaries, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H) that the effectiveness of which is effective prior to not conditioned on the ClosingClosing Date, (C) give any indemnities in connection with the Financing that are effective prior to the Effective TimeClosing Date, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the its business or the Company and the Company Subsidiaries or create an unreasonable a risk of damage or destruction to any property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company its Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any No person who is a director of the Company Subsidiaries or any of their respective Representatives pursuant its Subsidiaries at any time prior to the Closing (a “Pre-Closing Director”) shall be required to take any certificate, agreement, arrangement, document or instrument relating action to approve the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) and neither the Company nor any of the Company its Subsidiaries will shall be required obligated to take any action pursuant to that requires action or approval by any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to Pre-Closing Director of the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 will require (y) any officer or Representative of the Company or any of the Company Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (z) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective Time.

Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of the Company its Subsidiaries to use its respective reasonable best efforts, to provide Parent Newco and the Debt Financing Sources, at Newco’s sole expense, with all cooperation reasonably requested by Parent Newco to assist it in causing the conditions in the Debt Commitment Letters Letter to be satisfied or as is otherwise reasonably requested by Parent Newco in connection with the Debt Financing, including: (A1) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, Company to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; meetings (B) reasonably assisting Parent and including customary one-on-one meetings between the Debt Financing Sources with the timely preparation and members of customary (i) rating agency presentationssenior management), bank information memoranda, lender presentations and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closingdue diligence sessions; (CA) taking all corporate and other actions reasonably assisting Parent in connection with requested by Newco to permit the preparation consummation of the Debt Financing and registration of (but not executingB) executing and delivering, unless effective only at or following and facilitating the Effective Time) execution and delivery of, customary definitive financing documentation, including any pledge and security documents, supplemental indentures, currency or interest hedging arrangements documents and other definitive financing documents as may be reasonably requested by Parent Newco or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent)Sources, and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that any corporate actions or such documents will not take effect until the Effective Time; (D3) furnishing Parent Newco and the Debt Financing Sources, as promptly as practicable, with all the financial information specified in Section 6(x) of Exhibit D to the Debt Commitment Letter, and such other pertinent information as Newco and the Debt Financing Sources shall request to prepare a bank information memorandum as contemplated by the Debt Commitment Letter (collectively, the “Required Financing Information. If the Company in good faith reasonably believes ”); provided, that it has provided the Required InformationFinancing Information will not include, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will or be deemed to have complied with this Section 5.9(f)(i)(Drequire the Company to prepare, any (1) and financial information concerning the Marketing Period shall be deemed to have commenced as of such date unless Parent Company or the Debt Financing Source in good faith reasonably believe its Subsidiaries that the Company has does not completed delivery compile, prepare or otherwise generate in the ordinary course of business, except to the Required Information andextent required to prepare a customary bank information memorandum, within three (2) other information not reasonably available to the Company and its Subsidiaries under its current internal control and reporting systems, except to the extent required to prepare a customary bank information memorandum, (3) Business Days after the delivery pro forma financial statements and projections, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, or (4) consolidating and other financial statements, segment reporting and data that would be required by Rule 3-09, Rule 3-10 or Rule 3-16 of such notice Regulation S-X, or any Compensation, Discussion and Analysis required by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1Item 402(b) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation Sinformation regarding executive compensation and related party disclosure related to SEC Release Noes. 33-X under the Securities Act (excluding information required by Regulation S8732A, 34-X Rule 3-10 54302A and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; IC-27444A, and other customary exceptions; (4) with respect to provide reasonable assistance in obtaining any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts consents of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation third parties necessary in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing DateDebt Financing; (G5) delivering notices of prepayment within reasonable the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtednessindebtedness required by the Debt Commitment Letter to be terminated; (H6) promptly, and no later than three (3) Business Days prior to Closing, furnishing Newco and the Debt Financing Sources with all documentation and other information related solely to the Company and its Subsidiaries required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations; provided, that the request for such information has been made at least ten (10) Business Days prior to Closing. (7) assisting Newco and the Debt Financing Sources (including furnishing information to be included therein) with the timely preparation of customary (A) rating agency presentations, bank information memoranda, lender presentations and similar documents required in connection with the Debt Financing and (B) offering documents, prospectuses, memoranda and similar documents required in connection with the Debt Financing, which documents may include the Company logo consistent with customary practices; (8) solely with respect to financial information and data derived from the Company’s historical books and records, providing Newco with such information to assist in the preparation of the pro forma financial statements identified in Section 6 of Exhibit D of the Debt Commitment Letter and other pro forma financial information and pro forma financial statements to the extent required by the Debt Financing Sources, it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing; (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing; or (C) any financial information related to Newco or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Newco; (9) providing executed customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation customary representations to the Debt Financing Sources that under the public side versions Debt Commitment Letter, including with respect to the presence or absence of such documents, if any, do not include material non-public information about and the Company or accuracy of the Company Subsidiaries or securities written information contained in the disclosure and executing ratings agency engagement letters as required in connection with marketing materials related to the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters)Financing; (I10) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent Newco to (1A) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, including distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary of its Subsidiaries to the Surviving Corporation), ; and (2B) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J11) furnishing Parent and promptly after gaining knowledge thereof, supplementing the Debt Financing Sources promptly (and in any event at least two (2written information concerning the Company furnished pursuant to this Section 7.3(f) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior that any such information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulationsstatements contained therein not materially misleading in light of the circumstances under which such statements were made. (ii) Notwithstanding the provisions of Section 5.9(f)(i7.3(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified indemnifiable or reimbursable by or on behalf of ParentNewco, (B) enter into any definitive agreement which is not contingent upon the Closing (other than customary representation letters and authorization letters (including with respect to authorization letters the presence or absence of material non-public information and ratings agency engagement letters referred to the accuracy of the information contained in Section 5.9(f)(i)(H) that is effective prior the disclosure and marketing materials related to the ClosingDebt Financing)), (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or of the Company and the Company its Subsidiaries or create an unreasonable a risk of damage or destruction to any property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company its Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Notwithstanding any other provision of this Agreement, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing nothing in this Section 5.9 Agreement will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to (x) execute or deliver any definitive agreement, certificate or opinion in connection with the Debt Financing, or (y) take any other action pursuant to Section 5.9(f)(i)(H7.3(f)(i) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time date hereof to approve the Financing or any alternative financing or Contracts related thereto prior to the Effective Timethereto.

Company Support. (i) Prior to the Effective TimeClosing, the Company will use its reasonable best efforts, and will cause each of the Company Subsidiaries to use its respective reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent in connection with the Debt Financing, including: (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; (B) reasonably assisting Parent and the Debt Financing Sources with the timely preparation of customary (i1) rating agency presentations, bank information memoranda, lender presentations memoranda and similar documents required in connection with the Debt Financing; (ii2) high-yield Offering Documentsoffering documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii3) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective TimeClosing) any pledge and security documents, supplemental indentures, currency or interest interest-hedging arrangements and other definitive financing documents as may be reasonably requested by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective TimeClosing; (D) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with all Required Information. If the Company in good faith reasonably believes that it has provided the Required Information, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D5.8(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date (so long as the executed authorization letter pursuant to clause (H) below has also been delivered) unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the CompanyCompany (so long as the executed authorization letter pursuant to clause (H) below has also been delivered). Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after the commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D5.8(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; (G) delivering notices of prepayment within reasonable time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, at least 5 Business Days prior to the Closing Date that are requested at least 10 Business Days prior to the Closing Date (or with respect to any Debt Financing Source identified after the date that is 10 Business Days prior to the Closing, at least 3 Business Days prior to the Closing Date (without regard to when such documentation and information is requested). (ii) Notwithstanding the provisions of Section 5.9(f)(i5.8(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses with respect to the Debt Financing prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H5.8(f)(i)(H) that is effective prior to the Closing) with respect to the Debt Financing that is effective prior to the Effective Time, (C) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged, (E) take any action that, in the reasonable good faith determination of the Company, would unreasonably reasonably materially interfere with the conduct of the business or the Company and the Company Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries, Subsidiaries or (EF) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) relating to the Debt Financing that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 5.8 will require (yA) any officer or Representative of the Company or any of the Company Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H5.8(f)(i) or any other provision of this Agreement that could reasonably would be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto thereto, which approval would be effective prior to the Effective Time.

Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of the Company its Subsidiaries to use its respective reasonable best efforts, to provide Parent Newco with all cooperation reasonably requested by Parent Newco to assist it in causing the conditions in the Debt Commitment Letters Letter to be satisfied or as is otherwise reasonably requested by Parent Newco in connection with the Debt Financing, including: (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; (B) reasonably assisting Parent Newco and the Debt Financing Sources with the timely preparation of customary (i) rating agency presentations, bank information memoranda, lender presentations memoranda and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documentsoffering documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting Parent Newco in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent Newco or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by ParentNewco), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (D) furnishing Parent Newco and the Debt Financing Sources, as promptly as practicable, with (x) all financial statements, financial data, audit reports and other information regarding the Company and its Subsidiaries of the type that would be required by Regulation S-X promulgated by the SEC and Regulation S-K promulgated by the SEC for a registered public offering of non-convertible debt securities of the Company, including audits thereof to the extent required, and (y) such other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Newco to the extent that such information is of the type and form customarily included in an offering memorandum for private placements of non-convertible high-yield bonds pursuant to Rule 144A promulgated under the Securities Act (which, for the avoidance of doubt, will not include (or be deemed to require the Company to prepare) any (1) pro forma financial statements or adjustments (including regarding any synergies, cost savings, ownership or other post-Closing adjustments) or projections (provided that the Company will reasonably cooperate and assist Newco in its preparation of such materials), (2) description of all or any portion of the Financing, including any “description of notes,” or other information customarily provided by the Debt Financing Sources or its counsel, (3) risk factors relating to all or any component of the Financing, (4) separate financial statements in respect of its Subsidiaries, or (5) other information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, any Compensation, Discussion and Analysis required by Item 402(b) of Regulation S-K, any information required by Items 10 through 14 of Form 10-K or any other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield bonds pursuant to Rule 144A) or otherwise necessary to receive from the Company’s independent accountants (and any other accountant to the extent that financial statements audited or reviewed by such accountants are or would be included in such offering memorandum) customary “comfort” (including “negative assurance” comfort), together with drafts of customary comfort letters that such independent accountants are prepared to deliver upon the “pricing” of any high-yield bonds being issued in lieu of any portion of the Debt Financing, with respect to the financial information to be included in such offering memorandum (all such information and documents in this Section 7.3(f)(i)(D), other than such information that is expressly excluded by clauses (1) through (5) above, the “Required Financial Information”). If the Company in good faith reasonably believes that it has provided the Required Financial Information, it may deliver to Parent Newco a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D7.3(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent Newco or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Financial Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Financial Information the Company has not delivered, in which case such Required Financial Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Financial Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1a) such Required Financial Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Financial Information, in the light of the circumstances under which they were made, not misleading; (2b) such Required Financial Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3c) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Financial Information; (4d) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5e) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D7.3(f)(i)(D) due to the passage of time shall not terminate or restart the Marketing Period; (E) cooperating with Parent Newco to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by ParentNewco, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; (G) delivering notices of prepayment within reasonable the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company its Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent Newco to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent Newco and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations. (ii) Notwithstanding the provisions of Section 5.9(f)(i7.3(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of ParentNewco, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H7.3(f)(i)(H) that is effective prior to the Closing), (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or the Company and the Company its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company its Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 7.3 will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H7.3(f)(i) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective Time.

Company Support. (i) Prior to the Effective TimeClosing Date, the Company will, and will cause its Subsidiaries to, use its reasonable best efforts, and will use reasonable best efforts to cause each of the Company Subsidiaries its and their respective Representatives to use its respective reasonable best efforts, in each case, to provide Parent and its Subsidiaries with all cooperation reasonably requested in writing by Parent to assist it in causing the conditions set forth in the Debt Financing Commitment Letters to be satisfied or as is otherwise reasonably requested in writing by Parent in connection with the Debt Financing and/or any permitted replacement, or amended, modified or alternative, financing (including, solely for purposes of this Section 5.17(b), one or more debt or capital markets (including private placement) financings, including any issuance of equity, equity-linked securities or securities that are not equity-linked, to be issued or incurred in addition to or in lieu of the financing contemplated by the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the Fee Letters) (together with the Debt Financing, any such financing, the “Financing”), including: (A) participating (and causing senior its management and Representativesteam, with appropriate seniority and expertise, of the Company, to participate) participate in a reasonable and limited number of meetings, presentations, road shows, due diligence sessionssessions (including with the Company’s auditors), drafting sessions and sessions with lenders, investors and rating agencies, and otherwise cooperating in each case in connection with the marketing efforts for Financing and at times and locations mutually agreed and reasonably coordinated in advance (it being understood that any of the Debt Financingsuch meetings, presentations, road shows and sessions may be by conference call or video conference); (B) reasonably cooperating with the syndication and marketing efforts of Parent and its Financing Sources in connection with the Financing, including assisting Parent and the Debt any Financing Sources with the timely preparation of appropriate and customary (i) materials for rating agency presentationspresentations (and assisting in the obtaining of corporate credit and corporate family ratings from any ratings agencies), bank information memoranda, lender presentations road show materials, offering memoranda, prospectuses, registration statements and other customary marketing materials required in connection with the Financing; provided that any such documents in relation to securities shall not be issued by the Company or any of its Subsidiaries; provided, further, that any rating agency presentations, offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with Financing shall reflect the Financing; and (iii) forecasts of financial statements of the First Step Surviving Corporation for one or more periods following and Surviving Company and/or their Subsidiaries as the Closingobligors; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documentsdocuments or other documents relating to the pledge of collateral, indentures, supplemental indentures, currency or interest rate hedging arrangements agreements, credit agreements and other definitive financing documents as may be reasonably requested in writing by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain facilitate obtaining from the Company’s auditors consents of accountants such auditors for use of their reports in any materials relating to the Debt Financing and accountants’ comfort lettersletters from such auditors, in each case as reasonably requested in writing by ParentParent or the Financing Sources), and otherwise reasonably facilitating the pledging of collateral collateral, including using reasonable best efforts to arrange for the delivery of stock certificates of the Company’s Subsidiaries (if applicable), and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective TimeClosing Date; (D) to the extent required in connection with the Financing, furnishing Parent and the Debt Financing SourcesParent, as promptly as practicablepracticable following Parent’s request in writing, with all Required Information. If (1) (x) the financial statements of the Company and its Subsidiaries set forth in good faith clauses (1) and (2) of paragraph 8 of Exhibit C of the Debt Commitment Letter and (y) to the extent reasonably believes that it has provided available to the Required InformationCompany, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the historical financial information regarding the Company will be deemed and its Subsidiaries necessary to have complied with this Section 5.9(f)(i)(Dpermit Parent to satisfy the condition set forth in clause (3) and of paragraph 8 of Exhibit C of the Marketing Period shall be deemed Debt Commitment Letter (or any analogous section in any amendment, modification, supplement, restatement or replacement thereof to have commenced as the extent not exceeding the scope of such date unless Parent or the requirements set forth in the Debt Financing Source Commitment in good faith reasonably believe that effect on the Company has not completed delivery of the Required Information anddate hereof), within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in (x) all material respects with all requirements other historical financial statements, historical financial data and related audit reports of Regulation S-K the Company’s auditors for the Company and Regulation S-X under its Subsidiaries of the Securities Act (excluding information type that would be required by Regulation S-X Rule 3-10 promulgated by the SEC and (y) all other information regarding the Company and its Subsidiaries of the type that would be required by Regulation S-X Rule 3K promulgated by the SEC, in each case, for a registered public offering of securities (whether equity, equity-16linked securities or securities that are not equity-linked) for offerings on Form S-3 or a private placement of debt securities on under Rule 144 promulgated under the Securities Act, by Parent to finance an acquisition of the Company and its Subsidiaries, in each case to the extent reasonably available to the Company, (3) such other pertinent and customary and reasonably available information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent (x) to the extent that such information is of the type and form customarily included in a prospectus, registration statement or offering memorandum for the issuance of securities (whether equity, equity-linked securities or securities that are not equity-linked) pursuant to a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by filed with the SEC; , an offering pursuant to Rule 144A promulgated under the Securities Act or an offering pursuant to some other exemption under the Securities Act, including historical financial statements of the Company necessary to prepare pro forma financial statements for historical periods, or (3y) is otherwise necessary to receive from the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements independent accountants customary “comfort” (including any corresponding predecessor periods“negative assurance” comfort), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered together with drafts of customary comfort lettersletters that such independent accountants are prepared to deliver, including as subject to completion of customary negative assurances and change periodprocedures, upon the “pricing” of any securities (whether equity, equity-linked securities or such auditors indicated securities that they are not prepared to issue such comfort letter; provided that after commencement equity-linked), and the closing of the Marketing Periodoffering thereof with respect to the historical financial information of the Company and its Subsidiaries to be included in such prospectus, registration statement or offering memorandum, and (4) such other pertinent and customary and reasonably available information regarding the delivery Company and its Subsidiaries as is necessary or customary and as may be reasonably requested in writing by Parent for use in connection with any confidential information memorandum and any bank presentation used for the syndication of additional financial statements the Debt Financing or other Financing (it being understood that for purposes of this Section 5.17(b)(i), Parent, and not the Company or its Subsidiaries or their respective Representatives, shall be responsible for the preparation of any pro forma financial statements and any other pro forma information, including any pro forma adjustments) (all such information requested by Parent and documents in clauses (1)(x), (2)(x) and (3)(y) of this Section 5.17(b)(i)(D), but other than information required due to any Excluded Information, the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period“Required Financial Information”); (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or no less than three Business Days prior to the Closing Date; (G) delivering notices of prepayment within reasonable time periods required by , furnishing Parent and the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (H) providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors with all documentation and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public other information about the Company or the Company and its Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, is reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, in writing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent and the Debt Financing Sources promptly (and in any event at least two (2) 10 Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information that is required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001; (F) as promptly as reasonably practical following Parent’s request in writing, furnishing Parent and the Financing Sources with such information as may be reasonably necessary for the Required Financial Information to remain Compliant; (G) delivery of customary authorization letters that authorize a distribution of the confidential information memorandum to prospective lenders, which letters shall contain a customary “10b-5” representation by the Company with respect to the Company and its Subsidiaries and contain a representation that the public-side version does not include material non-public information about the Company and its Subsidiaries or their securities (provided that the Company shall be provided with a reasonable opportunity to review and comment on the disclosure with respect to the Company and its Subsidiaries contained in such confidential information memorandum); and (H) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested in writing by Parent or any of its Subsidiaries and necessary and customary to permit the consummation of the Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i5.17(b)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to to: (A) waive or amend any terms of this Agreement or agree to pay any fees or fees, reimburse any expenses or incur any other liability in connection with the Financing prior to the Effective Time for which Closing Date unless it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, Parent in accordance with Section 5.17(e) hereof; (B) require the Company or any of its Subsidiaries, or any director or manager on any of their respective boards of directors or managers (or equivalent bodies), to approve or authorize the Financing unless Parent shall have determined that such directors and managers (or members of equivalent bodies) are to remain as directors and managers (or members of equivalent bodies) of the Company or such Subsidiary on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing or enter into any definitive agreement agreement, certificate, instrument or other document (other than with respect to customary authorization letters and ratings agency engagement letters referred required pursuant to in Section 5.9(f)(i)(H5.17(b)(i)(G)) that the effectiveness of which is effective prior to not conditioned on the Closing, Closing Date; (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, Closing Date; (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the its business or the Company and the Company Subsidiaries in any material respect or create an unreasonable risk of damage or destruction to any material property or assets of the Company or any of the Company its Subsidiaries, ; (E) provide any information the disclosure of which is prohibited or restricted under applicable Law or Law, is legally privileged (provided that or would result in the event contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any obligation of confidentiality (not created in contemplation hereof) binding on the Company or the Company Subsidiaries do not provide information in reliance on this clause any of its Subsidiaries; (E), the Company or such Company Subsidiary shall (xF) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable), or take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any material agreement to which the Company or any of the Company its Subsidiaries is a party. In addition; (G) take any action that would cause any representation or warranty in this Agreement to be breached or become inaccurate (unless such breach or inaccuracy is waived by Parent); (H) cause any director, (1) no actionofficer, liability employee or obligation of the Company, any stockholder of the Company or any of its Subsidiaries to incur any personal liability; (I) require the Company or any of its Subsidiaries or any of their respective Representatives to deliver any legal opinions or reliance letters (other than customary authorization letters required pursuant to Section 5.17(b)(i)(G)); (J) file or furnish any certificatereports or information with the SEC in connection with the Financing, agreementexcept, arrangementafter consultation between Parent and the Company and their Representatives, document the furnishing on Current Reports on Form 8-K by the Company of information included in documents with respect to such Financing to the extent required in order to satisfy the Company’s Regulation FD disclosure obligations; (K) prepare or instrument relating provide any Excluded Information; or (L) change any fiscal period or accelerate the Company’s preparation of its SEC reports or financial statements to align with Parent’s fiscal periods. No person who is a director of the Company or any of its Subsidiaries at any time prior to the Closing (a “Pre-Closing Director”) shall be required to take any action to approve the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) and neither the Company nor any of the Company its Subsidiaries will shall be required obligated to take any action pursuant to that requires action or approval by any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to Pre-Closing Director of the Debt Financing. (iii) that is not contingent on The Company will be deemed to be in compliance with Section 5.17(b)(i) and Section 5.15 unless and until (A) Parent provides written notice (the occurrence of the Closing or that must be effective prior “Non-Cooperation Notice”) to the Effective TimeCompany of any alleged failure to comply, or action or failure to act which could be believed to be a breach of Section 5.17(b)(i) or Section 5.15, (B) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require the Company to provide any cooperation that it would not otherwise be required to provide under Section 5.17(b)(i) or Section 5.15) and (2C) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 will require (y) any officer or Representative of the Company or any fails to take the actions specified on such Non-Cooperation Notice within five Business Days from receipt of the Company Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (z) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective TimeNon-Cooperation Notice.

Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of the Company its Subsidiaries to use its their respective reasonable best efforts, to provide Parent Newco with all cooperation reasonably requested by Parent Newco to assist it in causing the conditions in the Debt Commitment Letters Letter to be satisfied or as is otherwise reasonably requested by Parent Newco in connection with the Debt Financing, including: (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; (B) reasonably assisting Parent Newco and the Debt Financing Sources (y) with the timely preparation of customary (i) rating agency presentations, bank information memoranda, lender presentations marketing materials and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documentsoffering documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iiiz) by providing financial information as reasonably requested by Newco and Merger Sub to enable Newco and Merger Sub to prepare forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting Parent Newco in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent Newco or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by ParentNewco), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (D) furnishing Parent Newco and the Debt Financing Sources, as promptly as practicable, with (a) audited financial statements of the Company for the three most recently completed fiscal years ended at least ninety (90) days before the Closing Date, (b) unaudited consolidated balance sheets and related unaudited statements of income and cash flows related to the Company and its Subsidiaries, for each subsequent fiscal quarter (other than the fourth fiscal quarter) ended at least forty-five (45) days before the Closing Date, (c) the financial information regarding the Company and its Subsidiaries necessary for Newco to prepare any pro forma financial statements for historical periods required by paragraph 6 of Exhibit D of the Debt Commitment Letter, and (d) such other financial and other pertinent information regarding the Company and its Subsidiaries (including information regarding the business, operations and financial projections thereof) as may be reasonably requested by Newco to assist in the preparation of a customary confidential information memorandum or other customary information documents used in financings of the type contemplated by the Debt Commitment Letter (all such information and documents in this Section 7.3(f)(i)(D), the “Required Financial Information”). If the Company in good faith reasonably believes that it has provided the Required Financial Information, it may deliver to Parent Newco a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D7.3(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent Newco or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Financial Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Financial Information the Company has not delivered, in which case such Required Financial Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Financial Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1a) such Required Financial Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Financial Information, in the light of the circumstances under which they were made, not misleading; (2b) such Required Financial Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3c) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Financial Information; (4d) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5e) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D7.3(f)(i)(D) due to the passage of time shall not terminate or restart the Marketing Period; (E) cooperating with Parent Newco to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after Newco and contemplated by the ClosingDebt Commitment Letters; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing DateDate as may be reasonably necessary to permit the consummation of the Debt Financing; (G) delivering notices of prepayment within reasonable the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtednessindebtedness required by the Debt Commitment Letters to be paid, discharged or terminated; (H) cooperating with any marketing efforts of Newco and the Debt Financing Sources for any portion of the Debt Financing (including providing executed authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company its Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters)); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent Newco to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent Newco and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, provided that the request for such information has been made at least ten Business Days prior to Closing. (ii) Notwithstanding the provisions of Section 5.9(f)(i7.3(f)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of ParentNewco, (B) enter into any definitive agreement (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H7.3(f)(i)(H) that is effective prior to the Closing), (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or the Company and the Company its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company its Subsidiaries is a party. In addition, (1) no action, liability or obligation of the Company, any of the Company its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) Time, and neither the Company nor any of the Company its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 5.9 7.3 will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 5.9(f)(i)(H7.3(f)(i) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time to approve any financing or Contracts related thereto prior to the Effective Timethereto.

Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of the Company its Subsidiaries to use its respective reasonable best efforts, to provide Parent Guarantor and the Debt Financing Sources, at Guarantor’s sole expense, with all customary cooperation reasonably requested by Parent Guarantor to assist it in causing the conditions in the Debt Commitment Letters Facilities Agreement to be satisfied or as is otherwise reasonably requested by Parent Guarantor in connection with the Debt Financing, including: (A) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company, to participate) in a reasonable and limited number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing efforts for any of the Debt Financing; (B) reasonably assisting Parent and the Debt Financing Sources with the timely preparation of customary (i) rating agency presentations, bank information memoranda, lender presentations and similar documents required in connection with the Debt Financing; (ii) high-yield Offering Documents, prospectuses, memoranda and similar documents required in connection with the Financing; and (iii) forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing; (C) reasonably assisting Parent in connection with the preparation and registration of (but not executing, unless effective only at or following the Effective Time) any pledge and security documents, supplemental indentures, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (D) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with all Required Information. If the Company in good faith reasonably believes that it has provided the Required Information, it may deliver to Parent a written notice stating when it believes that it completed such delivery, in which case the Company will be deemed to have complied with this Section 5.9(f)(i)(D) and the Marketing Period shall be deemed to have commenced as of such date unless Parent or the Debt Financing Source in good faith reasonably believe that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, deliver a written notice to the Company to that effect, stating in good faith the specific items of Required Information the Company has not delivered, in which case such Required Information shall be deemed to have been delivered and the Marketing Period to have commenced when such specific items have been delivered by the Company. Notwithstanding anything to the contrary herein, such Required Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, (1) such Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading; (2) such Required Information is not compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) for offerings of debt securities on a registration statement on Form S-1 or sufficient to permit such a registration statement on Form S-1 from being declared effective by the SEC; (3) the Company’s auditors have withdrawn any audit opinion with respect to any financial statements contained in the Required Information; (4) with respect to any interim financial statements (including any corresponding predecessor periods), such interim financial statements have not been reviewed by the Company’s auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722; and (5) the Company’s auditors have not delivered drafts of customary comfort letters, including as to customary negative assurances and change period, or such auditors indicated that they are not prepared to issue such comfort letter; provided that after commencement of the Marketing Period, the delivery of additional financial statements or pro forma financial information requested by Parent (other than information required due to the passage of time) and required to be delivered pursuant to this Section 5.9(f)(i)(D) shall not terminate or restart the Marketing Period; (E) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent, including in connection with any arrangements to be effectuated after the Closing; (F) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; (G) delivering notices of prepayment within reasonable the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtednessindebtedness required by the Facilities Agreement to be paid, discharged or terminated; (HB) providing executed authorization letters promptly, and no later than three (3) Business Days prior to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities and executing ratings agency engagement letters as required in connection with the Debt Financing (provided, that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (I) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (1) permit the consummation of the Debt Financing (including, to the fullest extent permitted by applicable Law, distributing the proceeds of the Debt Financing, if any, obtained by any the Company Subsidiary to the Surviving Corporation), and (2) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (J) furnishing Parent Guarantor and the Debt Financing Sources promptly (and in any event at least two (2) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date)) with all documentation and other information related solely to the Company and its Subsidiaries required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations; provided, that the request for such information has been made at least ten (10) Business Days prior to Closing; and (C) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing customary representations to the Debt Financing Sources under the Facilities Agreement, including with respect to the presence or absence of material non-public information and the accuracy of the written information contained in the disclosure and marketing materials related to the Debt Financing. (ii) Notwithstanding the provisions of Section 5.9(f)(i6.4(e)(i) or any other provision of this Agreement, nothing in this Agreement will require the Company or any of the Company its Subsidiaries to (A) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified indemnifiable or reimbursable by or on behalf of Guarantor or Parent, (B) enter into any definitive agreement which is not contingent upon the Closing (other than customary representation letters and authorization letters (including with respect to authorization letters the presence or absence of material non-public information and ratings agency engagement letters referred to the accuracy of the information contained in Section 5.9(f)(i)(H) that is effective prior the disclosure and marketing materials related to the ClosingDebt Financing)), (C) give any indemnities in connection with the Financing that are effective prior to the Effective Time, (D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or of the Company and the Company its Subsidiaries or create an unreasonable risk of damage or destruction to of any property or assets of the Company or any of the Company its Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged (provided that in the event that the Company or the Company Subsidiaries do not provide information in reliance on this clause (E), the Company or such Company Subsidiary shall (x) (if permitted by law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (y) use commercially reasonable efforts to provide such information in a manner that would not be so prohibited or restricted or which would not result in a loss of privilege, as applicable)privileged, or (F) take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the Company its Subsidiaries is a party. In additionNotwithstanding any other provision of this Agreement, (1) no action, liability or obligation of the Company, any of the Company Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to authorization letters and ratings agency engagement letters referred to in Section 5.9(f)(i)(H)) and neither the Company nor any of the Company Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing nothing in this Section 5.9 Agreement will require (yA) any officer or Representative of the Company or any of the Company its Subsidiaries to (x) execute or deliver any definitive agreement, certificate or opinion in connection with the Debt Financing, or (y) take any other action pursuant to Section 5.9(f)(i)(H6.4(e)(i) or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (zB) the members of the Company Board as of immediately prior to the Effective Time date hereof to approve the Debt Financing or any alternative financing or Contracts related thereto prior thereto. Notwithstanding any other provision of this Agreement, (A) any breach by the Company of its obligations under this Section 6.4(e) shall not constitute a breach of this Agreement or a breach for purposes of Article VII or a breach of the condition precedent set forth in Section 2.2(b)(i) hereof, and (B) any information furnished by the Company under this Section 6.4(e) shall not be deemed to be disclosed for purposes of determining whether the Company has failed to satisfy any of the conditions set forth in Section 2.2(a) and Section 2.2(b) at the Effective TimeTime or to expand, or otherwise modify or effect, any representations, warranties or covenants of the Company in this Agreement; provided that clauses (A) and (B) in this sentence shall not apply in the event of any Willful Breach by the Company of this Section 6.4(e).