Common use of Cooperation with Debt Financing Clause in Contracts

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its Representatives to, provide all reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (iv) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing Parent with such reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent the Buyer Parties in arranging the arrangement and consummation of any debt financing (if any) to be obtained by the Buyer Parties or their respective Affiliates in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing upon reasonable advance notice, participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably requested by cooperating with the marketing and due diligence efforts for any of the Debt Financing at reasonable times and locations to be mutually agreed; (iii) providing reasonable assistance to Parent and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case, based on financial information and data derivable without undue effort or expense by the Company from the Company Group’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; ; (iiiv) if assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with the Debt Financing, and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing, in each case, as may be reasonably requested by Parent or the Financing Sources, it being understood that such documents will not take effect until the Effective Time; (v) furnishing Parent and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B) (1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended August 31, 2020, 2021 and 2022, and (2) in respect of any subsequent fiscal quarter ending after September 1, 2022 and at least 45 days prior to the Closing Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments, in the case of unaudited financial statements); (vi) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, effected at or after the Closing; (iiivii) reasonably facilitating the pledging granting of collateralsecurity interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, provided that no such documents and obtaining and delivering the Payoff Letters and any other cooperation in connection with the repayment or agreements shall other retirement of existing indebtedness required to be effective repaid at the Closing and the release and termination of any and all related liens on or prior to the Effective TimeClosing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (ivix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company Group’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that all such materials have been previously identified to, and provided to, the Company and the Company and its Representatives shall have been given reasonable opportunity to review and comment thereon; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries to the extent reasonably requested by Parent; (xii) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the (a) The Company shallshall use reasonable best efforts to, and shall cause its Subsidiaries the other Acquired Companies and their respective Representatives to use reasonable best efforts to, reasonably cooperate with and shall use its commercially reasonable efforts to cause its Representatives toreasonably assist Parent, provide all reasonable at Parent’s sole cost and customary cooperation as may be reasonably requested by Parent to assist Parent expense, in connection with Xxxxxx’s arranging, obtaining and syndicating the Debt Financing and causing the conditions in the arrangement definitive documents related to the Debt Financing and consummation any commitment letters entered into in connection with such Debt Financing to be satisfied, including using reasonable best efforts in (i) assisting with, and furnishing information for the purposes of, the preparation of customary prospectuses (including any debt financing obtained pro forma financial information and any information required under Article 18(2) of Commission Delegated Regulation (EU) 2019/980), offering documents, syndication documents and materials, including bank information memoranda and private placement memoranda, lender and investor presentations, rating agency materials and presentations and other customary marketing materials in connection with the transactions contemplated by this Agreement Debt Financing (all such documents and materials, collectively, the “Debt FinancingMarketing Documents”). Such cooperation ) (it being understood and agreed that the Marketing Documents shall include (ior otherwise be subject to) preparing any customary exculpation language, as the case may be, with respect to the Company, its Affiliates and their respective Representatives), (ii) furnishing all to Parent as promptly as reasonably practicable financial statements and other pertinent operational information (including consolidated financial statements for interim periods up until the Closing Date) that is available regarding can be prepared without undue burden with respect to the Company and its Subsidiaries that the other Acquired Companies as is reasonably requested by Parent and Parent; provided that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will shall not be required to provide any information or assistance with respect to the preparation of pro forma financial statements provide, and forecasts of financing statementsParent and Merger Sub shall be responsible for, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing; or Financing (C) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies“Required Information”), (iii) reasonably assisting in the preparation of schedules to collateral agreements by providing information of the Acquired Companies required to be made available on such schedules for purposes of the arrangement or consummation of the Debt Financing, (iv) subject to any contractual agreement in effect, facilitating the pledging of collateralcollateral for the Debt Financing, provided that no such documents which shall not be required to be delivered or agreements shall be effective prior to until at or promptly following the Effective Time, (ivv) taking all corporate actions, subject to any contractual agreement in effect, obtaining the occurrence Payoff Letter, and the related lien releases, and instruments of the Effective Timetermination or discharge, reasonably requested by Parent as applicable, required pursuant to permit the consummation of the Debt Financing Section 6.15, and (ivvi) furnishing Parent as promptly furnishing as reasonably practical, and in any event not less than four (but in no event later than three (34) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing , with all documentation and other information about related to the Company Group as is reasonably requested in writing and the other Acquired Companies required by Parent as may be required regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent that has been reasonably requested in writing with at least ten (10) Business Days Days’ prior notice by Parent or its Financing Sources. The Company hereby consents to the use of its and the other Acquired Companies’ logos in connection with the Debt Financing so long as such logos are used solely (i) in a manner that is not intended to or that is not reasonably likely to harm or disparage the Company or the other Acquired Companies or the reputation or goodwill of the Company or the other Acquired Companies and (ii) solely in connection with a description of the Company, its business and products or the Merger. (b) Notwithstanding the requirements of Section 6.16(a) or anything in this Agreement to the contrary, (i) neither the Company nor any of its Affiliates or their respective Representatives shall be required to enter into, approve or perform (or commit to enter into, approve or perform) any certificate, document, agreement, or instrument, in each case which will be effective prior to the Effective Time, (ii) nothing herein shall require cooperation contemplated thereby to the extent it would interfere unreasonably with the business or operations of the Company or any of its Affiliates or their respective Affiliates, (iii) none of the Company nor any of its Affiliates or their respective Representatives, will be required to (1) pay or commit to pay any commitment or other fee, (2) reimburse or incur any costs or expenses or incur any other liability (including any guarantee, indemnity or pledge) in connection with the Debt Financing or the Marketing Documents prior to the Effective Time, (3) provide any financial data other than the Required Information, or (4) provide any legal opinion or reliance letters or any certificate (in the case of the Company or the other Acquired Companies that would be required to be delivered prior to the Effective Time), comfort letter or opinion of any of its Representatives, (iv) nothing herein will involve any binding commitment by the Company, any of its Affiliates or any of their respective Representatives which commitment is not conditioned on the Effective Time and does not terminate without liability to the Company, its Affiliates and their respective Representatives upon the termination of this Agreement, and (v) nothing herein will require the Company, any of its Affiliates or any of their respective Representatives to provide any information or take any action, the disclosure or taking of which would violate applicable Legal Requirements; provided that, if the Company does not provide or cause its Representatives to provide such access or such information in reliance on the foregoing, then the Company shall (1) provide a written notice to Parent stating that it is withholding such access or such information and (2) reasonably cooperate (at the request of Parent) to provide the applicable access or information in a way that would not violate such applicable Legal Requirements. Nothing in this Section 6.16 will require (1) any Representative of the Company or the other Acquired Companies to deliver any certificate or opinion or take any other action under this Section 6.16 that could reasonably be expected to result in personal liability to such Representative; (2) the Board of Directors (or any committee or subcommittee thereof) or the board of directors, managers, managing member or any similar controlling body of any other Acquired Company to approve (or otherwise take any corporate or similar action with respect to) any financing (including the Debt Financing) or Contracts related thereto; or (3) the Company or any other Acquired Company to take any action that would conflict with or violate its organizational or governance documents. (c) Parent and Merger Sub shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (i) the Debt Financing, (ii) any action taken by them at the request of Parent or Merger Sub pursuant to this Section 6.16 or in connection with the arrangement of the Debt Financing or (iii) any information utilized in connection therewith (other than any losses suffered or incurred (x) as a result of fraud, willful misconduct or gross negligence of the Company, its Subsidiaries or their respective Representatives or (y) as a direct result of the breach of any of the material obligations of the Company, its Subsidiaries or their respective Representatives under this Agreement, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction). If any amount previously paid to or on behalf of the Company, its Subsidiaries and their respective Representatives pursuant to the immediately preceding sentence is subsequently determined to be ineligible for indemnification as a result of a final, non-appealable judgment of a court of competent jurisdiction, such Person shall promptly reimburse such amount to Parent. Parent or Merger Sub shall promptly, upon request by the Company, reimburse the Company for all reasonable documented out-of-pocket costs and expenses (including reasonable documented attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Affiliates in connection with the cooperation of the Company and the Subsidiaries contemplated by this Section 6.16. All non-public or other confidential information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their respective Representatives pursuant to this Section 6.16 shall be kept confidential by them in accordance with the Confidentiality Agreement, except for disclosure to potential lenders and investors and their respective officers, employees, representatives and advisors as required in connection with the Debt Financing subject to customary confidentiality protections. (d) Each of Parent and Merger Sub shall use its reasonable best efforts to complete, and shall cause their Subsidiaries to use commercially reasonable best efforts to, obtain and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letter on or before the Closing, including using reasonable best efforts to (i) comply with the terms and conditions of, and maintain in effect, the Debt Commitment Letter; (ii) negotiate and enter into definitive agreements at or prior to the Closing Datewith respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letter; (iii) satisfy on a timely basis all conditions applicable to such Debt Financing in such definitive agreements; and (iv) if all conditions to the Debt Financing are, or upon funding of the Debt Financing will be, satisfied, cause the other parties to the Debt Commitment Letter and such definitive agreements to comply with their obligations under the Debt Commitment Letter and such definitive agreements and to fund at or prior to the Closing, the Debt Financing required to consummate the Offer at the Offer Acceptance Time, the Merger at the Closing and the other Transactions. (e) Without the prior written consent of the Company, which consent shall not be unreasonably delayed, conditioned or withheld, Parent and Merger Sub shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Debt Commitment Letter if such amendment, modification, waiver or replacement would reasonably be expected to (i) delay or prevent or adversely affect the Offer or the Closing, (ii) modify the conditions contained in the Debt Commitment Letter (the “Debt Financing Conditions”) or create any new condition to the Debt Financing, (other than the Debt Financing Conditions as in effect on the date hereof), (iii) reduce the net cash proceeds of the Debt Financing, including any reduction in the aggregate principal amount of the Debt Financing; provided, that no such prior written consent shall be required in connection with a reduction in the aggregate principal amount of the Debt Financing if the aggregate principal amount of the Debt Financing after such reduction, together with cash on hand of Parent and its Subsidiaries, is equal to or exceeds the sum of (A) the aggregate Offer Price and Merger Consideration payable pursuant to the terms of this Agreement and (B) the aggregate of all amounts payable under Section 2.8, and (C) all related fees and expenses of Parent, Merger Sub and their respective Affiliates and Representatives and all other payments required by this Agreement and / or in connection with the Debt Financings (iv) change the date for termination and/or expiration of the Debt Commitment Letter (or any commitment thereunder) to an earlier date or modify any terms relating to termination right of any party thereunder, (v) waive the prohibitions with respect to assignment by the Financing Sources of their commitments under the Debt Commitment Letter, or (vi) adversely impact the ability of Parent or Merger Sub to enforce their rights against other parties to the Debt Commitment Letter prior to the Closing. Without the prior written consent of the Company, Parent and Merger Sub shall not consent to any assignment of rights or obligations under the Debt Commitment Letter; provided that the Financing Sources may syndicate the Debt Financing so long as the Financing Sources retain and remain obligated to fund their commitments under the Debt Financing until the Debt Financing is fully funded by the designated assignees and the syndicated sources of funding for the Debt Financing. Parent or Merger Sub shall promptly provide the Company written notice of any amendment or modification relating to the Debt Commitment Letter that does not require consent pursuant to this Section 6.16(e). (f) In the event that all or any portion of the Debt Financing becomes unavailable and such portion is reasonably required to consummate the Offer, the Merger and the other Transactions, each of Parent and Merger Sub shall use reasonable best efforts to arrange and timely obtain substitute financing (on terms and conditions that are not materially less favorable to Parent, taken as a whole, than the terms and conditions set forth in the Debt Commitment Letter relating to the Debt Financing to be replaced) from the same or alternative sources in an amount sufficient to consummate Offer, the Merger and the other Transactions (the “Alternative Financing”) (and shall promptly upon the execution and delivery thereof, provide to the Company true and complete copies of the material, definitive documents related to the Alternative Financing). All references to the term “Debt Financing” shall be deemed to include such Alternative Financing and all references to the “Debt Commitment Letter” shall include any commitment letter or similar document for the Alternative Financing. (g) Parent or Merger Sub shall give the Company prompt written notice: (i) of any material breach or default under the Debt Commitment Letter by any party thereto, (ii) of the receipt of any written notice from any party to the Debt Commitment Letter with respect to any actual or threatened material breach, default, withdrawal, termination or repudiation of any provisions of any Debt Commitment Letter by such party, and (iii) if for any reason Parent or Merger Sub believes in good faith that Parent will not be able to timely obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter. Promptly following any reasonable written request by the Company therefor, Parent or Merger Sub shall provide the Company any information reasonably requested by the Company in writing relating to any circumstance referred to in the immediately preceding sentence. Parent and Merger Sub shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of their and their Affiliates’ efforts to arrange the Debt Financing (or substitute financing obtained in accordance with Section 6.16(f)), including all material activity and timing considerations; provided that none of Parent, Merger Sub and any of their respective Affiliates shall be under any obligation to disclose any information pursuant to this sentence to the extent that (x) such information is subject to attorney-client or similar privilege (but only if such privilege is asserted in good faith) or (y) the disclosure of which would be prohibited or restricted by applicable Legal Requirement.

Cooperation with Debt Financing. Prior to the Company Merger Effective Time, and in all cases subject to the limitations set forth herein, each of the Company shall, and shall cause Parties will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing the Parent Entities with such reasonable and customary cooperation as may be reasonably requested by any Parent Entity to assist Parent the Buyer Parties in arranging the arrangement and consummation of any debt financing (if any) to be obtained by the Buyer Parties or their respective Affiliates in connection with the transactions contemplated by this Agreement Mergers (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company Parties to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably requested by cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) providing reasonable assistance to the Parent Entities and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Entities for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company Group’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to the Parent Entities or any of its their Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; ; (iiiv) if assisting the Parent Entities in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parentany Parent Entity or the Financing Sources (including using reasonable best efforts to obtain, upon reasonable prior notice to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by any Parent Entity), obtaining insurance certificates and at times endorsements, and locations facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to be mutually agreedthe extent required in connection with the Debt Financing, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating the pledging of collateralcollateral and the granting of security interests in respect of the Debt Financing, provided in each case as may be reasonably requested by any Parent Entity or the Financing Sources, it being understood that no such documents will not take effect until the Holdings Merger Effective Time and/or the Company Merger Effective Time, as applicable; (v) furnishing the Parent Entities and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or agreements shall omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be effective reasonably requested by any Parent Entity or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B) (1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended December 31, 2017, 2018 and 2019 and, if such fiscal year ends at least 90 days prior to the Effective TimeClosing Date, 2020 and (iv2) in respect of any subsequent fiscal quarter ending after January 1, 2020 and at least 45 days prior to the Closing Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments, in the case of unaudited financial statements); (vi) cooperating with the Parent Entities to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by any Parent Entity, including in connection with any sale-and-leaseback agreements or arrangements to be effected at or after the Closing; (vii) reasonably facilitating the granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness required to be repaid at the Closing and the release and termination of any and all related liens on or prior to the Closing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (ix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company Group’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that all such materials have been previously identified to, and provided to, the Company; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by any Parent Entity (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries to the extent reasonably requested by any Parent Entity; (xii) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by any Parent Entity to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Entities or any of their Subsidiaries concurrently with or immediately following the Holdings Merger Effective Time and/or Company Merger Effective Time, as applicable; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) the Parent Entities and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by any Parent as may be required under Entity or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) seven Business Days prior to the Closing Date; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries commercially reasonable efforts to, and shall will use its commercially reasonable efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all do the following upon reasonable prior notice: (i) providing the Parent and customary Merger Sub with such reasonable cooperation as may be reasonably requested by the Parent or Merger Sub to assist Parent them in arranging the arrangement and consummation of any debt financing (if any) to be obtained by the Parent, Merger Sub or their respective Affiliates in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably requested by cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) assisting Parent and that is the Debt Financing Sources with the timely preparation of customary (A) rating-agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company and its Subsidiaries, taken as a whole; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group and its Subsidiaries will not be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company; (iv) assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Debt Financing Sources (including using commercially reasonable efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company Group; and its Subsidiaries to the extent required in connection with the Debt Financing, and otherwise reasonably facilitating the pledging of collateral and the grant of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (iiv) if furnishing the Parent, Merger Sub and the Debt Financing Sources, as promptly as reasonably practical, with, to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company and its Subsidiaries as may be reasonably requested by Parent or the Debt Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials; (vi) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, effected at or after the Closing; (iiivii) reasonably facilitating the pledging grant of collateralsecurity interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Effective Time, provided that no such documents and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or agreements shall other retirement of existing indebtedness required to be effective repaid at the Closing and the release and termination of any and all related liens on or prior to the Effective Time; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness of the Company and its Subsidiaries (ivor such portions or items thereof as Parent elects) to have repaid at the Closing; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (ix) providing customary authorization letters, confirmations and undertakings to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors; provided, however, that all such materials have been previously identified to, and provided to, the Company; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by the Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (xii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) furnishing Parent and any lenders involved in such the Debt Financing Sources with all documentation and other information about the Company Group and its Subsidiaries as is reasonably requested in writing by Parent as may be required under or the Debt Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; and (xiii) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective Representatives.

Cooperation with Debt Financing. (a) Prior to the Effective Time, and in all cases subject to the limitations set forth hereinClosing Date, the Company shall, and shall cause its Subsidiaries to, to and shall use instruct its commercially reasonable efforts to cause its and their respective Representatives to, use reasonable best efforts to provide all to Parent and Merger Sub, in each case at Parent’s sole cost and expense but subject to the Reimbursement Obligations, such customary cooperation as is reasonably requested by Parent in connection with the arrangement of the Debt Financing, including: (i) causing senior management of the Company, with appropriate seniority and expertise, to assist in preparation for and participate in a reasonable number of investor and lender meetings (including a reasonable and limited number of one-on-one meetings and calls that are requested in advance with or by the parties acting as lead arrangers or agents for, and prospective lenders of, the Debt Financing), presentations and due diligence sessions (including accounting due diligence sessions) in connection with the Debt Financing at reasonable times and locations mutually agreed (such agreement not to be unreasonably withheld, conditioned or delayed); (ii) providing assistance with the preparation by Parent and the Financing Sources of offering documents, private placement memoranda, prospectuses, bank information memoranda, syndication memoranda, lender and investor presentations and other customary cooperation marketing documents required in connection with the Debt Financing; (iii) cooperating reasonably with the Financing Sources’ due diligence, to the extent customary and reasonably requested; (iv) furnishing, or causing to be furnished to Parent, any financial or other pertinent information reasonably requested by Parent in connection with Parent’s preparation of the pro forma financial statements of the Company and its Subsidiaries required by the condition precedent set forth in paragraph 4 on Exhibit C of the Debt Commitment Letter (as in effect as of the Agreement Date) and such other financial and other pertinent information as may be reasonably requested by Parent the Financing Sources to assist Parent be included in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated bank information memoranda, offering documents, private placement memoranda, offering memoranda prospectuses or other customary marketing materials, including by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all providing such financial and other pertinent information that is available regarding the Company and its Subsidiaries and their respective businesses; provided that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of neither the Company Group will nor any of its Subsidiaries or Representatives shall be required to prepare such pro forma financial statements or to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the debt and equity capitalization that is required for such pro forma financial information or assumed interest rates thereunder or the and fees and expenses relating theretoto such debt and equity capitalization; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company; (A) assisting in the preparation, execution and delivery of definitive financing documents, including any credit agreement, notes, guarantee and collateral documents, pledge and security documents, customary closing certificates and documents and back-up therefor and for legal opinions in connection with the Debt Financing (including executing and delivering a solvency certificate from the chief financial officer or treasurer (or other comparable officer) of the Company Group(in the form attached as Annex I attached to Exhibit C to the Debt Commitment Letter or otherwise in a form acceptable to Parent)) and other customary documents as may reasonably be requested by Parent or the Financing Sources (including, in each case, any disclosure schedules thereto); (iiB) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging pledge of, grant of collateral, security interests in and obtain perfection of any liens on collateral in connection with the Debt Financing; and (C) obtaining any customary evidence of insurance required in connection with the Debt Financing; provided that no such (I) none of the documents or agreements certificates shall be effective prior to executed and/or delivered except in connection with the Effective TimeClosing; (II) the effectiveness thereof shall be conditioned upon, (iv) taking all corporate actionsor become operative as of or after, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing Closing; and (ivIII) promptly furnishing (but in no event later than three (3) Business Days liability shall be imposed on the Company or any of its Subsidiaries or any of their respective officers or employees involved prior to the Closing Date) Parent and any lenders involved Date who are not continuing in such Debt Financing with position after the Closing Date; (vi) providing all documentation and other information about the Company Group and its Subsidiaries as is reasonably requested in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulations, regulations including the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into Law on October 26, 2001, as amended from time to time) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time) and providing a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230, in each case, at least four (4) Business Days prior to the Closing Date to the extent requested in writing at least ten nine (109) Business Days prior to the Closing Date; (vii) giving any necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all Indebtedness required to be repaid at the Closing and release of all Liens and guarantee obligations in connection therewith and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (viii) cooperating with Parent and Parent’s efforts to obtain consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, surveys and title insurance (including providing reasonable access to Parent and its representatives to all owned or leased real property) as reasonably requested by Parent; (ix) taking all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent or any Financing Sources to permit the consummation of the Debt Financing; provided that no such actions shall be required to be effective prior to the Closing; and (x) cooperating in satisfying the conditions precedent to the funding of the Debt Financing set forth in the Debt Commitment Letter or any definitive documentation relating the Debt Financing to the extent such condition requires the cooperation of, or is within the control of, the Company; provided that: (A) in no event shall the Company or any of its Subsidiaries be required to provide any such cooperation to the extent it interferes unreasonably with the ongoing operations of the Company and its Subsidiaries; (B) no obligation of the Company or any of its Subsidiaries or any of their respective Representatives on account of the Debt Financing shall be effective until the Closing Date; (C) in no event shall the Company or any of its Subsidiaries be required to pay any commitment or other fee or incur any cost, expense or liability in connection with the Financing prior to the Closing Date (in each case, except to the extent the Company is entitled to receive reimbursement or indemnification therefor pursuant to the last paragraph in this Section 6.5(a)), or enter into any definitive agreement, in connection with the Financing that is effective, prior to the Closing Date; (D) nothing in this Section 6.5 shall require any action that would conflict with or violate any applicable Laws or result in, prior to the Closing Date, the material contravention of any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their properties is bound or affected on the Agreement Date; (E) neither the Company or its Subsidiaries nor any Persons who is a director, officer or employee of the Company or its Subsidiaries shall be required to (x) pass resolutions or consents or (y) authorize, approve, execute or deliver any document or Contract prior to the occurrence of the Closing in connection with the Debt Financing, except, in each case, for the execution and delivery of such documents and Contracts that is conditioned upon, and not effective until, the consummation of the Closing (and which execution and delivery shall be authorized and approved exclusively by the post-Closing directors, managers or members of the applicable governing body of such Person); (F) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing, the disclosure of which is subject to attorney-client privilege or could reasonably result in the disclosure of any trade secrets or competitively sensitive information not otherwise required to be provided under this Agreement; (G) none of the Company or any of its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any pro forma financial information or projections (without waiver of the obligations of the Company set forth in clause (v) of this Section 6.5(a)); (H) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion in connection with the Debt Financing; (I) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; and (J) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, manager or employee or stockholder of the Company or any of its Subsidiaries to incur personal liability. Parent shall, in the event the Closing shall not occur, (x) promptly following receipt of a written request therefor, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including (A) reasonable and documented attorneys’ fees and (B) reasonable and documented fees and expenses of the Company’s accounting firms engaged to assist in connection with the Financing, including performing additional requested procedures, reviewing any offering documents, participating in any meetings and providing any comfort letters) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries and Representatives contemplated by this Section 6.5(a) (it being understood that the reimbursement set forth in this paragraph shall not apply to, and the Company and its Subsidiaries shall be solely responsible for, (I) any fees payable to existing legal, financial or other advisors of the Company and its Subsidiaries with respect to services provided prior to the Agreement Date; (II) any ordinary course amounts payable to existing employees of or consultants to the Company, its Subsidiaries or any of their Affiliates with respect to services provided prior to the Closing; and (III) costs and expenses that would have been incurred by the Company or its Subsidiaries, as applicable, in connection with the Transactions notwithstanding the obligations under this Section 6.5(a), including, for the avoidance of doubt, the cost of any financial audits with respect to the periods ending on or prior to December 31, 2021) and (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including the performance of their respective obligations under this Section 6.5) and any information used in connection therewith, in each case other than to the extent any of the foregoing was suffered or incurred as a result of (A) the fraud, bad faith, gross negligence or willful misconduct of, or a material breach of this Agreement by, the Company, any of its Subsidiaries or any of their respective Representatives or (B) information provided by or behalf of the Company, any of its Subsidiaries or any of their respective Representatives (collectively, with the Paying Agent Fees, the “Reimbursement Obligations”). (b) The Company hereby consents to the use of its logos solely in connection with the Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any its Subsidiaries or the Company’s or any of its Subsidiaries’ reputation or goodwill.

Cooperation with Debt Financing. (a) Prior to the Effective Time, and in all cases subject to the limitations set forth hereinClosing Date, the Company shallshall use its reasonable best efforts to provide, and shall to cause its Subsidiaries to, and shall to use its commercially their reasonable best efforts to cause its Representatives toprovide, provide all to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such reasonable and customary cooperation as may be is customary for financings of the type contemplated in the Debt Commitment Letter and reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (arrangement of the “Debt Financing”). Such cooperation shall include , including using its reasonable best efforts to, upon Parent’s written request: (i) preparing furnish Parent and furnishing all Merger Sub (and Parent and Merger Sub may then furnish to applicable Financing Sources) (A) within forty-five (45) days after the end of any fiscal quarter that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited consolidated statements of operations and cash flows and (B) within ninety (90) days after the end of any fiscal year, with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited consolidated statements of operations and cash flows; (ii) assist in preparation for and participate in a reasonable number of investor and lender meetings (including a reasonable and limited number of one-on-one meetings and calls that are requested in advance with or by the parties acting as lead arrangers or agents for, and prospective lenders of, the Debt Financing), presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies in connection with the Debt Financing at reasonable times and locations mutually agreed, and assist Parent in obtaining ratings in connection with the Debt Financing; (iii) assist Parent with the preparation by Parent and the Financing Commitment Sources of materials for rating agency presentations, offering documents, private placement memoranda, prospectuses, bank information memoranda and similar marketing documents required in connection with the Debt Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda; (iv) cooperate reasonably with the Financing Commitment Sources’ due diligence, to the extent customary and reasonably requested; (v) assist Parent in connection with Parent’s preparation of pro forma financial statements of the Company and its Subsidiaries of the type necessary or reasonably requested by the Financing Commitment Sources to be included in any bank information memoranda, offering documents, private placement memoranda, offering memoranda prospectuses or other customary marketing materials, including by providing such financial and other pertinent information that is available regarding the Company and its Subsidiaries and their respective businesses; provided that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of neither the Company Group will nor any of its Subsidiaries or Representatives shall be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the debt and equity capitalization that is required for such pro forma financial information or assumed interest rates thereunder or the and fees and expenses relating thereto; to such debt and equity capitalization, (B) the determination of 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; Financing or (C) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; Company; (iivi) if execute and deliver as of (but not prior to) the Closing any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent, upon reasonable prior notice Parent and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating facilitate the pledging of collateral, collateral as of (but not prior to) the Closing; provided that no such (A) none of the documents or agreements certificates shall be effective prior to executed and/or delivered except in connection with the Effective TimeClosing, (ivB) taking all corporate actionsthe effectiveness thereof shall be conditioned upon, subject to or become operative after, the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing Closing and (ivC) promptly furnishing (but in no event later than three (3) Business Days liability shall be imposed on the Company or any of its Subsidiaries or any of their respective officers or employees involved prior to the Closing Date; and (vii) Parent and any lenders involved in such Debt Financing with provide all documentation and other information about the Company Group and its Subsidiaries as is reasonably requested in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulations, regulations including the USA PATRIOT Act, at least five (5) Business Days prior to the Closing Date to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; provided that: (A) in no event shall the Company or any of its Subsidiaries be required to provide any such cooperation to the extent it interferes unreasonably with the ongoing operations of the Company and its Subsidiaries; (B) no obligation of the Company or any of its Subsidiaries or any of their respective Representatives on account of the Debt Financing shall be effective until the Effective Time (excluding in connection with any authorization letters delivered by the Company in connection with the Debt Financing); (C) in no event shall the Company or any of its Subsidiaries be required to pay any commitment or other fee, enter into any definitive agreement or agree to provide any indemnity in connection with the Financing prior to the Effective Time; (D) nothing in this Section 6.6 shall require any action that would conflict with or violate the Company’s or any of its Subsidiaries’ organizational documents or any Laws or result in, prior to the Effective Time, the contravention of any Contract to which the Company or its Subsidiaries is a party; (E) neither the Company or its Subsidiaries nor any Persons who is a director, officer or employee of the Company or its Subsidiaries shall be required to (x) pass resolutions or consents (except those which are subject to the occurrence of the Closing passed by directors or officers continuing in their positions following the Closing) or (y) execute any document (excluding the representation letters referred to in clause (iii) above) or Contract prior to the occurrence of the Closing in connection with the Debt Financing; (F) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing, the disclosure of which, in the judgement of the Company, is subject to attorney-client privilege or could result in the disclosure of any trade secrets or the violation of any confidentiality obligation; provided that the Company or such Subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any confidentiality obligation, Company shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any Financing Commitment Source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality; (G) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver (x) any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business, (y) any financial information with respect to a fiscal period that has not yet ended or (z) any pro forma financial information or projections (without waiver of the obligations of the Company set forth in clause (vi) above); (H) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion in connection with the Debt Financing; (I) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; and (J) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that could cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur personal liability. Parent shall, in the event the Closing shall not occur, (x) promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including (A) reasonable and documented attorneys’ fees and (B) reasonable and documented fees and expenses of the Company’s accounting firms engaged to assist in connection with the Financing, including performing additional requested procedures, reviewing any offering documents, participating in any meetings and providing any comfort letters) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries and Representatives contemplated by this Section 6.6(a) (it being understood that the reimbursement set forth in this paragraph shall not apply to any fees, costs and expenses incurred by, or on behalf of, the Company in connection with its ordinary course financial reporting requirements); and (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including the performance of their respective obligations under this Section 6.6) and any information used in connection therewith, in each case other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of the Company or any of its Subsidiaries (the “Reimbursement Obligations”). (b) The Company hereby consents to the use of its logos solely in connection with the Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely (i) in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company’s reputation or goodwill, (ii) in connection with a description of the Company, its business and products or the Merger and (iii) in a manner that will comply with the Company’s usage requirements to the extent made available to Parent prior to the date of this Agreement. (c) Parent and Merger Sub acknowledge and agree that the obtaining of the Financing, or any Alternative Debt Financing, is not a condition to Closing. (d) In no event will any Guarantor, Parent, Merger Sub or any of their respective Affiliates (which for this purpose will be deemed to include each direct investor in Parent or Merger Sub and the Financing Sources or potential Financing Sources of Parent, Merger Sub and such investors) enter into any Contract (i) awarding any agent, broker, investment banker or financial advisor any financial advisory role on an exclusive basis; or (ii) prohibiting or seeking to prohibit any bank, investment bank or other potential provider of debt financing from providing or seeking to provide debt financing or financial advisory services to any Person, in each case in connection with a transaction relating to the Company Group or in connection with the Merger.

Cooperation with Debt Financing. Prior If Parent intends to obtain any debt financing in connection with the Merger at the Effective TimeTime and enters into an agreement or commitment letter with respect thereof (the “Debt Financing” and together with the Equity Financing, and the “Financing”), if reasonably requested by Parent, in all cases subject to the limitations set forth hereinherein and, the Company shall, and shall cause its Subsidiaries to, and shall will use its commercially reasonable efforts efforts, and will cause each of its Subsidiaries to cause use its Representatives torespective commercially reasonable efforts, to provide all reasonable and Parent with customary cooperation as may be reasonably requested by Parent to assist Parent it in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “obtaining such Debt Financing”). Such cooperation shall include Financing by: (i) preparing as promptly as reasonably practicable, timely furnishing to Parent and furnishing all financial any Debt Financing Source and their respective Representatives the Required Financing Information and such other pertinent information that is available regarding the Company and its Subsidiaries reasonably necessary for the arrangement (and consummation) of any Debt Financing or assembly of marketing materials and customary for financings of this type; provided, that the obligations set forth in this Section 4.14(a)(i) may be satisfied with respect to the Required Financial Information by filing the Form 10-K or 10-Q, as applicable, of the Company filed with the SEC within the applicable time periods required by applicable law and regulations (including any extended deadlines available thereunder); provided, further, that, notwithstanding anything to the contrary in this Section 4.14, the Company shall not be required to provide Required Financing Information with respect to any fiscal quarter after the date hereof prior to the date that is reasonably requested by thirty five (35) days after the end of such fiscal quarter; (ii) participating in a reasonable number of meetings, presentations with actual or prospective Debt Financing Sources, road shows, due diligence sessions, drafting sessions and sessions with rating agencies (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms), in each case, upon reasonable advance notice, at reasonable times and locations to be mutually agreed; (iii) assisting Parent and that is the Debt Financing Sources in the preparation of customary rating agency presentations, bank information memoranda and high-yield offering prospectuses or memoranda required in connection with or proper for the Debt Financing, in each case, solely as required in connection with the Debt Financing or and customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of (A) the Company Group and its Representatives will be required to provide any information or assistance with respect to not have responsibility for the preparation of any pro forma financial statements and statements, forecasts of financing statements, or projections; and (B) all such authorization letters and materials related thereto (1) shall include or otherwise expressly incorporate language that exculpates the Company, its Affiliates and its and their respective Representatives from any liability in connection with the unauthorized use or misuse by the recipients thereof of all such presentations, memoranda and other materials and documents and information set forth therein, and (2) shall have been previously identified to, and provided to, the Company and the Company and its Representatives shall have been given reasonable opportunity to review and comment thereon; (iv) (a) assisting with the preparation of definitive financing documentation, including relating to any schedules or exhibits thereto or any perfection certificate, (Ab) the determination obtaining a certificate of the proposed aggregate amount chief financial officer (or person performing similar functions) of the Company with respect to solvency matters, (c) assisting with obtaining landlord waivers and insurance certificates and endorsements, and (d) assisting Parent in connection with the preparation of any pledge, security and other financing documents as may be reasonably requested by Parent or the Debt Financing 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 such documents will not take effect until the interest rates thereunder or the fees and expenses relating thereto; Effective Time; (Bv) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral, provided that no which such documents or agreements shall be effective prior to pledge will not take effect until the Effective Time, ; (ivvi) taking all corporate actions, subject to and conditioned upon the occurrence of the Effective TimeClosing, the taking of corporate actions reasonably requested by Parent necessary to permit the consummation of the any Debt Financing and to permit the proceeds thereof to be made available to Parent; (ivvii) promptly furnishing Parent and the Financing Sources at least four (but in no event later than three (34) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing required by Parent as may be required under regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, regulations to the extent requested in writing at least ten nine (109) Business Days prior to Closing; and (viii) cooperating with the Closing Datesatisfaction of the conditions precedent to the Debt Financing (to the extent any such conditions are customary and consistent with the other terms of this Agreement and require the cooperation of, and are within the control of, the Company or any of its Subsidiaries).

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing Parent and Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in arranging the arrangement and consummation of any debt financing (if any) to be obtained by Parent, Merger Sub or their respective Affiliates in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is reasonably requested by presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) assisting Parent and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; Company; (iiiv) if assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), upon reasonable prior notice obtaining insurance certificates and at times endorsements, and locations facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to be mutually agreedthe extent required in connection with the Debt Financing, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating the pledging of collateralcollateral and the granting of security interests in respect of the Debt Financing, provided it being understood that no such documents or agreements shall be effective prior to will not take effect until the Effective Time; Table of Contents (v) furnishing Parent, Merger Sub and the Financing Sources, as promptly as practicable, with (ivA) taking all corporate actions, subject to the occurrence extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the Effective Timetype being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to permit the consummation extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (ivB) promptly furnishing (but 1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended December 31, 2015, 2016 and 2017, and for any subsequent fiscal year ending at least 120 days prior to the Closing Date and (2) in no event later than three (3) Business Days respect of any subsequent fiscal quarter ending at least 45 days prior to the Closing Date) Parent , unaudited consolidated balance sheets and any lenders involved in such Debt Financing with all documentation related statements of income and other information about cash flows of the Company Group as is reasonably requested and its Subsidiaries for such fiscal quarter, in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, each case prepared in accordance with GAAP (subject to the extent requested absence of footnotes and year-end adjustments, in writing at least ten (10) Business Days prior to the Closing Date.case of unaudited financial statements);

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth hereinat Parent’s sole expense, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all reasonable and customary such cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in arranging the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include , including, but not limited to: (i) preparing assisting in preparation for and furnishing all financial participating (and other pertinent information that is available regarding causing senior management and Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing and due diligence efforts for any of the Debt Financing as contemplated by the Debt Commitment Letter; (ii) cooperating reasonably requested by with the Financing Sources’ due diligence, to the extent reasonably requested; (iii) assisting Parent and that is the Financing Sources in a commercially reasonable manner with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company; (iv) as promptly as reasonably practicable, (A) providing Parent and the Financing Sources (1) all Required Financial Information, (2) the financial information of the Company Group; identified in paragraph 4 of the Debt Commitment Letter as in effect on the date hereof and (ii3) other information relating to the Company and its Subsidiaries (including its operations, financial projections and prospects) as may be reasonably requested by Parent and customary to assist in preparation of the Offering Documents and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials and (B) informing Parent if the chief executive officer, chief financial officer, treasurer or controller of the Company shall have knowledge of any facts as a result of which a restatement of any financial statements to comply with GAAP would be likely; (v) assisting in a commercially reasonable manner with the preparation of Offering Documents; (vi) requesting the independent auditors to cooperate with Parent’s reasonable best efforts to obtain customary accountant’s comfort letters (including “negative assurance”) and consents from the Company’s independent auditors; (vii) executing and delivering, solely to the extent such execution and delivery would only be effective on or after the Closing Date, of any definitive agreements, pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), upon reasonable prior notice obtaining insurance certificates and at times endorsements, and locations facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to be mutually agreedthe extent required in connection with the Debt Financing, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating the pledging of collateralcollateral and the granting of security interests in respect of the Debt Financing, provided it being understood that no such documents will not take effect until the Effective Time; (viii) reasonably facilitating the granting of security interests (and perfection thereof) in collateral or agreements shall the reaffirmation of the pledge of collateral on or after the Closing Date, and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing Indebtedness required to be effective repaid at the Closing and the release and termination of any and all related liens on or prior to the Effective TimeClosing Date; (ix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that all such materials have been previously identified to, and provided to, the Company; (ivx) to the extent any information constituting material non-public information about the Company or its Subsidiaries or securities (1) is “flash” or “recent development sales” and/or EBITDA information for any completed fiscal quarter or other completed fiscal period or (2) would otherwise customarily be made public by the Company or its Subsidiaries, if requested by Parent, publicly disclosing such information such that such information no longer constitutes material non-public information about the Company or its Subsidiaries or securities; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries; (xii) taking all reasonable corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent to permit the consummation of the Debt Financing and (ivincluding distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAct and the requirements of 31 C.F.R. § 1010.230, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; provided, however, that nothing herein shall require Company or any Subsidiary to take any action that would be effective prior to the Closing, including with respect to any lien on any assets of the Company or its Subsidiaries in connection with the Debt Financing.

Cooperation with Debt Financing. Prior to During the Effective Time, and in all cases subject to the limitations set forth hereinInterim Period, the Company shall, and shall cause its Subsidiaries will use commercially reasonable efforts to, and shall will use its commercially reasonable efforts to cause each of its Subsidiaries and its and their respective Representatives to, do the following: (i) participate (and cause senior management and Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions (upon reasonable request) with rating agencies to the extent customary for the Debt Financing contemplated by the Debt Commitment Letter at times and locations (which may include telephonic or video calls) to be mutually agreed upon reasonable advance notice and during normal business hours; (ii) [Reserved]; (iii) provide all reasonable and customary cooperation as may be reasonably requested by assistance to Parent to assist Parent in and the arrangement and consummation of any debt financing obtained Financing Sources in connection with the transactions contemplated by this Agreement timely preparation of customary (the “Debt Financing”). Such cooperation shall include (iA) preparing rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one (1) or more periods following the Closing Date, in each case, based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (AI) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (BII) the determination of 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 (CIII) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, Company; (iv) taking all corporate actionsassisting Parent in connection with the preparation and, subject to the occurrence of the Effective Time, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources, obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with the Debt Financing, 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; (v) furnishing Parent, Merger Sub and Financing Sources as promptly as reasonably practicable, with regard to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent, Merger Sub or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials; (vi) [Reserved]; (vii) reasonably facilitating the granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness required to be repaid at the Closing and the release and termination of any and all related Liens on or prior to the Closing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing and release of all Liens in connection therewith; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of any Company Group Member; (ix) providing customary authorization letters required for the syndication of the Debt Financing; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates (including a customary solvency certificate) and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) [Reserved]; (xii) taking all corporate and other organizational actions, subject to the occurrence of the Closing, reasonably requested by Parent or Merger Sub to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time, in each case of clauses (A) and (B), including, facilitating the execution and delivery at the Closing of definitive documents reasonably related to the Debt Financing (such documents, collectively, the “Debt Documents”) on the terms contemplated by the Debt Commitment Letter, in connection with the authorization of the Debt Financing and the Debt Documents and the execution and delivery of the Debt Documents in anticipation of the Closing; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent Parent, Merger Sub and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under Parent, Merger Sub or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into Law on October 26, 2001), and a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230, in each case, at least five (5) Business Days prior to the Closing Date, to the extent requested in writing at least ten eight (10) 8) Business Days prior to the Closing Date; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives and is neither in conflict with Law nor any of the Company’s rights or obligations under this Agreement.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the (a) The Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to (i) enter into, and to cause its Representatives toeach other Credit Party party thereto to enter into, provide all reasonable at or prior to Closing, (x) an amendment and customary cooperation as may be reasonably requested by Parent to assist Parent restatement agreement amending the Existing Credit Agreement on terms set forth in the arrangement term sheet attached as Exhibit H hereto and with such other terms as are reasonably acceptable to Investor, the GPIM Lenders and the Company (the Existing Credit Agreement as so amended, the “Amended & Restated Senior Credit Agreement”), (y) definitive documentation for the ABL Financing, in form and substance reasonably acceptable to the Investor and the GPIM Lenders (the “ABL Senior Credit Agreement” and the financing contemplated thereby, the “ABL Financing”) and (z) definitive documentation for the New Senior Secured Facility on the terms and conditions contained in the New Senior Secured Commitment Letter and otherwise in a form and substance reasonably acceptable to the Investor and the GPIM Lenders and (ii) cause the financing contemplated by the Exchange Agreement (the “Senior Debt Financing” and together with the ABL Financing and the Senior Secured Financing, the “Financing”), the Senior Secured Financing and the ABL Financing to be consummated at the Closing, including, without limitation, by (A) if the Amended and Restated Senior Credit Agreement is delivered prior to the Closing Date, complying in all material respects with the requirements of the Amended and Restated Senior Credit Agreement from the delivery thereof through the Closing, (B) taking all corporate actions necessary to authorize the consummation of the Financing and executing definitive documentation related thereto; provided, that the Company Group shall not be required to pay any debt financing obtained commitment or any other fee in connection with the transactions contemplated Financing prior to the Closing Date; and, provided, further, that the effectiveness of any definitive documentation executed by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (iv) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulationsClosing, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date.and

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shallwill use its commercially reasonable efforts, and shall will cause each of its Subsidiaries toto use its commercially reasonable efforts, and shall will use its commercially reasonable efforts to cause its their respective Representatives to use their commercially reasonable efforts, to, : (i) provide all Parent and Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub upon reasonable notice to assist Parent them in arranging and consummating the arrangement and consummation of any debt financing (if any) to be obtained by Parent or Merger Sub in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participate (and furnishing all financial cause senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate), at reasonable times and its Subsidiaries upon reasonable prior written notice, in a reasonable and limited number of meetings and presentations with actual or prospective lenders, due diligence sessions, drafting sessions and sessions with rating agencies; and otherwise provide reasonable and customary cooperation with the marketing and due diligence efforts for any Debt Financing; provided that is any such meeting or presentation may be conducted virtually by videoconference or other media; (iii) provide reasonable and customary assistance to Parent, Merger Sub and the Financing Sources with the timely preparation by Parent, Merger Sub or the Financing Sources of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar customary documents reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case, based on financial information and data derived from the Company’s historical books and records, in each case, as may be reasonably requested by Parent and reasonably available and prepared by or for the Company Group in the ordinary course of business; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of (x) pro forma financial statements and or (y) forecasts of financing statements, including in each case of clauses (x) and (y), relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; by Parent; (iiiv) if furnish Parent, Xxxxxx Sub and the Financing Sources, as promptly as practicable, with the Required Financial Statements; (v) provide reasonable and customary assistance to Parent and Merger Sub, in each case, upon reasonable request of Parent, in connection with the execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective at or after the Effective Time and subject to the occurrence of the Closing Date) of reasonable and customary pledge and security documents (including consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, surveys and title insurance as reasonably requested by ParentParent or Merger Sub), upon reasonable prior notice mortgages, currency or interest hedging arrangements and at times other definitive financing documents and locations certificates as may be reasonably requested by Parent or Merger Sub, facilitating the delivery of insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to be mutually agreedthe extent required in connection with the Debt Financing, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating the pledging of collateralcollateral and the granting of security interests (and perfection thereof) in respect of the Debt Financing, it being understood that, in each case, such documents will not take effect until the Effective Time and conditioned on the occurrence of the Closing, and providing reasonable cooperation with Parent, upon request of Parent, to obtain customary and reasonable corporate and facilities ratings; (vi) upon reasonable request of Parent, provide customary authorization letters to the Financing Sources authorizing the distribution of information about the Company Group to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing and which was, in each case, provided by the Company, is complete and correct in all material respects and that no the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries; provided, however, that all such materials have been previously identified to, and provided to, the Company with reasonable advance notice and that the Company has been given an opportunity to review and comment on such materials and exclude any information that the Company believes to constitute material non-public information); (vii) upon reasonable request of Parent, facilitate and assist in the preparation, execution and delivery of one or more reasonable and customary credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent or agreements Merger Sub (including, furnishing all reasonable and customary information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates as may be reasonably requested by Parent and reasonably available and prepared by or for the Company Group in the ordinary course of business); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and shall become effective prior to no earlier than the Effective Time, ; (ivviii) taking take all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent or Merger Sub to permit the consummation of the Debt Financing and Financing; provided that the Company Board shall not be required to approve or authorize the Debt Financing; (ivix) promptly furnishing furnish (but in no event later than three (3) Business Days prior to the Closing Date) Parent Parent, Xxxxxx Sub and any lenders involved in such Debt the Financing Sources with all reasonable and customary documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; and (x) upon reasonable request by Xxxxxx, provide reasonable cooperation in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective Representatives.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries commercially reasonable efforts to, and shall will use its commercially reasonable efforts to cause each of its Subsidiaries and its and their respective Representatives to, do the following: (i) provide all Parent with such commercially reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent the Buyer Parties in arranging the arrangement and consummation of any debt financing (if any) and/or any real estate financing (including with respect to any sale leaseback of the Company Group’s Owned Real Property) (if any) to be obtained by the Buyer Parties or their respective Affiliates in connection with the transactions contemplated Merger to be obtained by this Agreement the Buyer Parties or their respective Affiliates in connection with the Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing upon reasonable advance notice, participate (and furnishing all financial cause senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably requested by cooperate with the marketing and due diligence efforts for any of the Debt Financing at reasonable times and locations to be mutually agreed; (iii) provide reasonable assistance to Parent and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case, based on financial information and data derivable without undue effort or expense by the Company from the Company Group’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; ; (iiiv) if reasonably facilitate the granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date and assist Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtain insurance certificates and endorsements, and facilitate the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with the Debt Financing, and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Debt Financing, in each case, as may be reasonably requested by Parent or the Financing Sources, it being understood that such documents will not take effect until the Effective Time; (v) furnish Parent and the Financing Sources, as promptly as practicable, with to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials; (vi) cooperate with Parent to obtain customary and reasonable corporate and facilities ratings, consents, collateral access agreements, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys, title insurance, field audit reports, property condition reports, property appraisals and all other information or documents customarily required by lenders under asset-based credit facilities or as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreed, participating effected at or after the Closing; (vii) promptly and in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective event later than three Business Days prior to the Effective TimeClosing Date, (ivA) taking deliver notices of prepayment within the time periods required by the relevant agreements governing indebtedness, (B) deliver to Parent drafts of customary payoff letters, lien terminations and instruments of discharge, (C) give any other necessary notices to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing and (D) cooperate in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (viii) provide customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company Group’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that all such materials have been previously identified to, and provided to, the Company and the Company and its Representatives shall have been given reasonable opportunity to review and comment thereon; (ix) facilitate and assist in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (x) ensure that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries to the extent reasonably requested by Parent; (xi) take all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) promptly furnishing cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (but xii) take any other reasonable and customary actions necessary and requested by Parent to permit the Financing Sources to evaluate the Company’s inventory, current assets, equipment, real estate and cash management systems for the purpose of establishing collateral arrangements, including (A) providing sufficient access to allow such Financing Sources to complete field exams and conduct inventory appraisals, (B) facilitating obtaining third-party appraisals and field examinations, assist in no event later than three providing a reasonably detailed calculation of each borrowing base and (3C) Business Days prior facilitating the Financing Sources’ due diligence investigation and evaluation of the assets and cash management and accounting systems of the Company and the Subsidiaries and the setting up of accounts and systems as customarily required by lenders under asset-based credit facilities; and (xiii) cooperate in satisfying the conditions precedent set forth in the definitive agreements relating to the Closing Date) Parent and any lenders involved in such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) Business Days prior to satisfaction thereof requires the Closing Datecooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing Parent and Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in arranging the arrangement and consummation of any debt financing (if any) to be obtained by Parent, Merger Sub or their respective Affiliates in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include ; Table of Contents (iii) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is reasonably requested by presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) assisting Parent and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company; (iv) assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company Group; and its Subsidiaries to the extent required in connection with the Debt Financing, 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; (iiv) if furnishing Parent, Merger Sub and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B)(1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended December 31, 2015, 2016 and 2017 and (2) in respect of any subsequent fiscal quarter ending at least 45 days prior to the Closing Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments, in the case of unaudited financial statements); (vi) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreed, participating in a reasonable number effected at or after the Closing; Table of meetings, presentations and due diligence sessions and sessions with rating agencies, Contents (iiivii) reasonably facilitating the pledging granting of collateralsecurity interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, provided that no such documents and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or agreements shall other retirement of existing indebtedness required to be effective repaid at the Closing and the release and termination of any and all related liens on or prior to the Effective TimeClosing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (ivix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that all such materials have been previously identified to, and provided to, the Company); (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries; (xii) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) seven Business Days prior to the Closing Date; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to Until the Effective TimeClosing, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives toto (other than with respect to clauses (iv)(B), (vii) and ‎(xi) below, which shall not be subject to such reasonable best efforts qualifier), provide all Parent with such reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent the Buyer Parties in arranging the arrangement and consummation of any debt financing Debt Financing (if any) to be obtained by the Buyer Parties or their respective Affiliates in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include Merger, including: (i) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably requested by cooperating with the marketing and due diligence efforts for any of the Debt Financing (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms) upon reasonable advance notice, during normal business hours and at reasonable times and locations to be mutually agreed; (ii) providing reasonable assistance to Parent and that is the Debt Financing Sources with the timely preparation of (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents, in each case, solely with respect to information relating to the Company Group, and as required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies Financing; and (B) pro forma financial statements and forecasts of a comparable size financial statements of the Surviving Corporation for one or more periods following the Closing Date, in a comparable industry as each case, based on available financial information and data derivable from the CompanyCompany Group’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; ; (iiiii) providing reasonable cooperation in granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, including assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Debt Financing Sources (including using reasonable best efforts to obtain, to the extent applicable and only if practicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with the Debt Financing on the Closing Date, and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing required on the Closing Date, in each case, as may be reasonably requested by Parent or the Financing Sources, it being understood that such documents will not take effect until the Effective Time; (iv) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with (A) available financial and other pertinent and customary information (and supplementing such information upon the reasonable request of Parent to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Debt Financing Sources and (B) the financial statements described in paragraph 4 of Exhibit C to the Debt Commitment Letter (as in effect on the date hereof); (v) cooperating with Parent to obtain reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreedeffected at or after the Closing; (vi) [Reserved.] (vii) providing reasonably requested 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 information pertaining to the Company Group and based on financial information and data derived from the Company Group’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, participating if any, do not include material non-public information about the Company or its Subsidiaries or securities; (viii) facilitating and assisting in a reasonable number the preparation, execution and delivery of meetingsone or more credit agreements, presentations guarantees, certificates and due diligence sessions other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that no such documents or agreements the foregoing documentation shall be effective prior subject to the Effective Time, occurrence of the Closing Date and become effective no earlier than the Closing Date; (ivix) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries to the extent practicable and reasonably requested by Parent; (x) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably necessary or reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of any Debt Financing obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries substantially concurrently with the Closing and permit the proceeds to be made available substantially concurrently with the Closing to fund the Financing Purposes; (xi) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) to Parent and any lenders involved in such the Debt Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under or the Debt Financing Sources with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten seven (107) Business Days prior to the Closing Date; and (xii) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth hereinin, and prior to the termination of, this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause each of its applicable Subsidiaries and its and their respective Representatives to, use its and their respective reasonable best efforts to provide all Parent, at Parent’s sole cost and expense, with such reasonable and customary cooperation as may be reasonably requested by Parent to assist the Buyer Parties in arranging the Debt Financing, including: (i) cause members of management, with appropriate seniority and expertise, of the Company to participate in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and sessions (including diligence and drafting sessions) with rating agencies and otherwise reasonably cooperating with the marketing and due diligence efforts for any of the Debt Financing (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms), in each case, upon reasonable advance notice, during normal business hours and at reasonable times and locations to be mutually agreed; (ii) provide reasonable assistance to Parent in the arrangement preparation of customary rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and consummation similar documents, including (A) customary authorization letters authorizing the distribution of any debt financing obtained information to prospective lenders, in connection each case, solely with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent respect to information that is available regarding relating to the Company and Group (to the extent related to its Subsidiaries that is reasonably requested by Parent and that is business), as required in connection with or proper for the Debt Financing or and customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of and (B) customary financial information regarding the Company Group will and its Subsidiaries as shall exist after having been prepared by the Company in the ordinary course of business without undue burden or expense and be reasonably requested by Parent, is customarily required to provide any information or assistance with respect for completion of debt financings similar to the preparation of Debt Financing and necessary for Parent to prepare pro forma financial statements and forecasts of financing statementsstatements of the Surviving Corporation for one or more periods following the Closing Date, in each case, based on readily available financial information and data derivable from the Company Group’s historical books and records; provided, however, that (x) the Company Group shall not be required to provide, and Parent shall be solely responsible for, the preparation of pro forma financial information, including relating to (A1) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B2) the determination of 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 (C3) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group and (y) Parent shall provide to the Company all such authorization letters and materials related thereto and to give the Company and its Representatives reasonable opportunity to review and comment thereon; (iii) furnish Parent with the Required Financial Information; (iv) provide reasonable assistance to Parent in connection with facilitating the pledging as collateral property of the Company Group; (ii) if , to the extent required by the collateral and guaranty requirements under the Debt Financing that must be satisfied as of the Closing Date as a condition to the funding of the Debt Financing, solely to the extent reasonably requested by Parent, upon reasonable prior notice Parent and at times and locations customarily used to be mutually agreed, participating arrange transactions similar to the Debt Financing by companies of a comparable size in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating comparable industry as the pledging of collateral, Company; provided that no such documents security interest or agreements shall be effective other obligation under any document or agreement with respect thereto will take effect prior to the Effective Time; (v) assisting Parent in the preparation and execution of one or more credit agreements, guarantees, certificates (ivother than solvency or similar certificates) taking all corporate actionsand other definitive financing documents, subject including by furnishing information relating to the occurrence of Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates, to the Effective Timeextent required in connection with the Debt Financing, solely to the extent reasonably requested by Parent and customarily used to permit the consummation of arrange transactions similar to the Debt Financing and (iv) promptly furnishing (but by companies of a comparable size in no event later than three (3) Business Days a comparable industry as the Company; provided that the effectiveness of any such documentation executed by any member of the Company Group shall not occur prior to the Closing DateEffective Time; (vi) furnish Parent and any lenders involved in such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be the Financing Sources (through Parent) and required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, at least three (3) Business Days prior to the extent Closing Date if requested by Parent in writing at least ten (10) Business Days prior to the Closing Date; (vii) without limiting any of the covenants or agreements in Section 8.16, provide documents reasonably requested by Parent relating to the repayment of the Repaid Indebtedness, including the Payoff Letters; and (viii) cooperating with Parent to take such corporate or other organizational action, subject to the occurrence of the Closing, as Parent may reasonably request that are necessary or advisable to permit the consummation of the Debt Financing.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries commercially reasonable efforts to, and shall will use its commercially reasonable efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing Parent and Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in satisfying conditions to obtain the Delayed Draw Term Loan(s) (as defined in the arrangement and consummation of any debt financing Parent Credit Agreement) to be obtained by Parent, Merger Sub or their respective Affiliates in connection with the transactions contemplated by this Merger under the Parent Credit Agreement (the “Debt Financing”). Such cooperation shall include ; (iii) preparing providing Parent and furnishing all Merger Sub with financial and other pertinent information regarding the Company Group as may be reasonably requested by Parent or the Financing Sources (provided that in connection with all information requested hereunder, (x) the Company shall only be obligated to deliver such information to the extent readily available and reasonably obtainable from the books and records of the Company Group without undue effort or any expense and without any delay in the timing of the consummation of the transactions contemplated by this Agreement and (y) the Company shall not be required to prepare, provide or furnish any projections, pro forma financial statements or any other forward-looking information); provided that the Company shall use its commercially reasonable efforts to periodically update any such information as may be necessary so that it does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such financing information not misleading in light of the circumstances under which such statement is available regarding made (giving effect to all supplements and updated provided thereto); (iii) assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including (i) furnishing all information relating to the Company and its Subsidiaries that is and their respective businesses to be included in any schedules thereto or in any perfection certificates and (ii) using commercially reasonable efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent Parent), and that is facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with or proper the Debt Financing, 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; (iv) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the Debt payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (v) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or customarily used investors and containing a representation to arrange transactions similar the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing by companies is complete and correct in all material respects and that the public side versions of a comparable size in a comparable industry as such documents, if any, do not include material non-public information about the CompanyCompany or its Subsidiaries or securities; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements all such materials have been previously identified to, and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financingprovided to, the interest rates thereunder or the fees and expenses relating thereto; Company; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (ivvi) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (vii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) seven Business Days prior to the Closing Date.

Cooperation with Debt Financing. (1) Prior to the Effective Time, and in all cases subject to the limitations set forth hereinClosing, the Company shall, Vendors and the Corporations shall cause its Subsidiaries to, and shall use its their commercially reasonable efforts to cause the Vendors and the Corporations’ officers, directors, employees, advisors, agents and representatives (collectively, the “Company Representatives”) to provide to the Purchaser all cooperation reasonably requested by the Purchaser that is necessary or desirable in connection with the Debt Financing using its Representatives good faith efforts to: (a) furnish the Purchaser, provide reasonably promptly after the Purchaser’s request for specified items, all financial statements, financial data and other information reasonable available to the Vendors and customary cooperation the Corporations relating to the Corporations as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used Purchaser in connection with the Debt Financing; or ; (Cb) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if provide and execute documents reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents Purchaser or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation sources of the Debt Financing relating to the repayment of the existing Indebtedness of the Corporations and the release of related liens, including customary payoff letters and (iv) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Dateextent required) Parent evidence that notice of such repayment has been timely delivered to the holders of such debt; (c) provide and any lenders involved in such Debt Financing with execute all documentation and other information about the Company Group as is reasonably requested in writing required by Parent as may be required bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001; (d) use commercially reasonable efforts to satisfy the conditions precedent set forth in the any commitment letter for any Debt Financing and any definitive documentation relating to the Debt Financing within the control of the Vendors or the Corporations; (e) amend or otherwise modify, at the request of the Purchaser, to the extent necessary and only effective conditional upon and at Closing, the organizational and governing documents of the Corporations in order to permit and facilitate the consummation of the Debt Financing; (f) participate as reasonably requested by the Purchaser in writing at least ten due diligence meetings in connection with any such financing in order to respond to questions concerning the Corporations and the information provided by the Corporations pursuant to clause (101) Business Days prior above; and (g) update the information provided by the Vendors and the Corporations pursuant to the Closing Dateclause (1) above as reasonably necessary.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, to provide all Parent with such reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent the Buyer Parties in arranging the arrangement and consummation of any debt financing (if any) to be obtained by the Buyer Parties or their respective Affiliates in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include , including: (i) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably requested by cooperating with the marketing and due diligence efforts for any of the Debt Financing (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms) upon reasonable advance notice, during normal business hours and at reasonable times and locations to be mutually agreed; (ii) providing reasonable assistance to Parent and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents, in each case, solely with respect to information relating to the Company Group, and as required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case, based on available financial information and data derivable from the Company Group’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; ; (iiiii) providing reasonable cooperation in granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, including assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable and only if practicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with the Debt Financing on the Closing Date, and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing required on the Closing Date, in each case, as may be reasonably requested by Parent or the Financing Sources, it being understood that such documents will not take effect until the Effective Time; (iv) furnishing Parent and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, available financial and other pertinent and customary information (and supplementing such information upon the reasonable request of Parent to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B) (1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended December 31, 2020, 2021 and 2022 and, if such fiscal year ends at least 90 days prior to the Closing Date, and (2) in respect of any subsequent fiscal quarter ending after July 1, 2023 and at least 45 days prior to the Closing Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments, in the case of unaudited financial statements); (v) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreedeffected at or after the Closing; (vi) delivering notices of prepayment (or obtaining waivers thereof in the applicable Payoff Letter) within the time periods required by the relevant agreements governing indebtedness and obtaining the Payoff Letters, participating lien terminations and instruments of discharge to be delivered at the Closing, giving any other necessary notices, to allow for the payoff, discharge and termination in a reasonable number full at the Closing of meetingsall indebtedness required to be repaid at the Closing; cooperating in the replacement, presentations backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; and due diligence sessions any other cooperation in connection with the repayment or other retirement of existing indebtedness required to be repaid at the Closing and sessions with rating agencies, (iii) reasonably facilitating the pledging release and termination of collateral, provided that no such documents any and all related liens on or agreements shall be effective prior to the Effective TimeClosing Date; (vii) providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company Group’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; (ivviii) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (ix) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries to the extent practicable and reasonably requested by Parent; (x) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (xi) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent or the Financing Sources as may be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten seven (107) Business Days prior to the Closing Date; and (xii) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to the Effective Time, Closing and in all cases subject to the limitations set forth hereindelivery of reasonable and customary confidentiality undertakings towards or for the benefit of the Company, the Company shall, and shall cause its Subsidiaries to, the Acquired Companies and shall use its commercially reasonable efforts to cause its their respective Representatives to, provide all reasonable and customary cooperation reasonably cooperate with the arrangement by Parent of the Debt Financing as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include Parent, including: (i) preparing participation in meetings, presentations, drafting sessions and furnishing all rating agency presentations, and participating in reasonable and customary due diligence, in each case with or by the Financing Sources (or prospective lenders in any Debt Financing); (ii) making available to Parent and the Financing Sources, as promptly as possible after the date of this Agreement, financial and other pertinent information that regarding the Company and Acquired Companies as is available regarding customary in connection with debt financing for transactions of this type; (iii) furnishing to Parent and the Financing Sources, as promptly as possible after the date of this Agreement, the Required Information; (iv) assisting in obtaining customary accountants’ comfort letters and accountants’ consents with respect to the consolidated financial statements of the Company and its Subsidiaries from the auditors of the Company, as applicable, in form and substance reasonably satisfactory to the Financing Sources for use in connection with any Debt Financing; (v) assisting Parent and the Financing Sources in the preparation of (A) customary syndication documents and materials (including assistance in creating usual and customary “public versions” of the foregoing), including a bank information memorandum and lender presentations and (B) materials for rating agency presentations, and the Company providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders, containing a customary representation that any public-side version of such information does not include material non-public information, solely to the extent such information is provided by the Company or its Subsidiaries (it being understood and all of the actions required under clauses (i) through (v) above will be performed by the Company in a prompt and timely manner in order to afford the Financing Sources a period (the "Marketing Period") of at least twenty (20) consecutive Business Days commencing on or after the date that is the later of (y) fifteen (15) Business Days after the date hereof and prior to the Closing Date and (z) the date of receipt of the information memorandum to syndicate the Debt Financing; provided that November 27, 2015 shall not be considered a Business Day for the purposes of the Marketing Period and such Marketing Period shall end on or prior to December 18, 2015); (vi) executing and delivering as of (but not effective before) the Effective Time definitive financing documents and certificates or other documents to the extent reasonably requested by Parent and that is required in connection with otherwise facilitating the granting or proper perfection of collateral to secure any Debt Financing, including without limitation delivery of certificates representing equity interests constituting collateral and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing to allow for the Debt Financing or customarily used to arrange transactions similar to payoff, discharge and termination in full on the Debt Financing by companies Closing Date of a comparable size in a comparable industry as the Company; provided, however, that no member any debt of the Company Group will be required or its Subsidiaries that Parent desires to provide any information or assistance with respect to the preparation of pro forma financial statements payoff, discharge and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating theretoterminate at Closing; (Bvii) the determination of 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 furnishing to Parent or and any of its Subsidiaries or Financing Sources promptly, and in any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and event at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (iv) promptly furnishing (but in no event later than three (3) least 3 Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing with , all documentation and other information about the Company Group as is has been reasonably requested in writing at least 10 business days prior to the Closing Date required by Parent as may be required regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActAct and the Israeli Prohibition on Money Laundering Law 5760-2000; (viii) ensuring that, other than as agreed by Parent and the Financing Sources, there are no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of the Company or any of its Subsidiaries being offered, placed or arranged and (ix) taking all corporate actions, subject to and only effective upon the occurrence of the Effective Time reasonably requested by Parent to permit the consummation of the Debt Financing as promptly as practicable; provided, that the Company shall not be required to pay any commitment or other similar fee or incur any other liability in connection with such cooperation and Parent shall bear all expenses incurred by the Company, the Acquired Companies and their respective advisors, whether or not the Merger is consummated; and provided, further, that the effectiveness of any documentation executed by the Company or any of the Acquired Companies with respect thereto shall be subject to the extent requested in writing at least ten (10) Business Days prior consummation of the Merger. The Company hereby consents to the Closing Datereasonable use of its and its Subsidiaries’ logos in connection with the marketing of any Debt Financing; provided that such logos are used solely in a manner that is not intended to, and is not reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company, its Subsidiaries and its or their respective marks, products, services, offerings or Intellectual Property Rights.

Cooperation with Debt Financing. Prior to the Company Merger Effective Time, and in all cases subject to the limitations set forth herein, each of the Company shall, and shall cause Parties will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing the Parent Entities with such reasonable and customary cooperation as may be reasonably requested by any Parent Entity to assist Parent the Buyer Parties in arranging the arrangement and consummation of any debt financing (if any) to be obtained by the Buyer Parties or their respective Affiliates in connection with the transactions contemplated by this Agreement Offer and the Mergers (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company Parties to participate) in a reasonable number of meetings and its Subsidiaries that is presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably requested by cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) providing reasonable assistance to the Parent Entities and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Entities for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company Group’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to the Parent Entities or any of its their Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; ; (iiiv) if assisting the Parent Entities in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parentany Parent Entity or the Financing Sources (including using reasonable best efforts to obtain, upon reasonable prior notice to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by any Parent Entity), obtaining insurance certificates and at times endorsements, and locations facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to be mutually agreedthe extent required in connection with the Debt Financing, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating the pledging of collateralcollateral and the granting of security interests in respect of the Debt Financing, provided in each case as may be reasonably requested by any Parent Entity or the Financing Sources, it being understood that no such documents will not take effect until the Holdings Merger Effective Time and/or the Company Merger Effective Time, as applicable; (v) furnishing the Parent Entities and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or agreements shall omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be effective reasonably requested by any Parent Entity or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B) (1) audited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries on a consolidated basis for the fiscal years ended December 31, 2017, 2018 and 2019 and, if such fiscal year ends at least 90 days prior to the Effective TimeClosing Date, 2020 and (iv2) in respect of any subsequent fiscal quarter ending after January 1, 2020 and at least 45 days prior to the Closing Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments, in the case of unaudited financial statements); (vi) cooperating with the Parent Entities to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by any Parent Entity, including in connection with any sale-and-leaseback agreements or arrangements to be effected at or after the Closing; (vii) reasonably facilitating the granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness required to be repaid at the Closing and the release and termination of any and all related liens on or prior to the Closing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries; (ix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company Group’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; provided, however, that all such materials have been previously identified to, and provided to, the Company; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by any Parent Entity (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries to the extent reasonably requested by any Parent Entity; (xii) taking all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by any Parent Entity to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Entities or any of their Subsidiaries concurrently with or immediately following the Holdings Merger Effective Time and/or Company Merger Effective Time, as applicable; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) the Parent Entities and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by any Parent as may be required under Entity or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) seven Business Days prior to the Closing Date; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to During the Effective Time, and in all cases subject to the limitations set forth hereinInterim Period, the Company shall, and shall cause its Subsidiaries to, and shall will use its commercially reasonable efforts to, and will use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing Parent and Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in arranging the arrangement and consummation of any debt financing (if any) to be obtained by Parent, Merger Sub or their respective Affiliates in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is reasonably requested by presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) assisting Parent and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company; (iv) assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company Group; and its Subsidiaries to the extent required in connection with the Debt Financing, 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; (iiv) if furnishing Parent, Merger Sub and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B) the Required Financials; (vi) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, effected at or after the Closing; (iiivii) reasonably facilitating the pledging granting of collateralsecurity interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, provided that no such documents and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or agreements shall other retirement of existing indebtedness required to be effective repaid at the Closing and the release and termination of any and all related Liens on or prior to the Effective TimeClosing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing and release of all Liens in connection therewith; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of any Company Group Member; (ivix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries; (xii) taking all corporate and other organizational actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent or Merger Sub to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time, in each case of clause (A) and (B), including, facilitating the execution and delivery at the Closing of definitive documents reasonably related to the Debt Financing (such documents, the “Debt Documents”) on the terms contemplated by any debt commitment letters, in connection with the authorization of the Debt Financing and the Debt Documents and the execution and delivery of the Debt Documents in anticipation of the Closing; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent Parent, Merger Sub and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under Parent, Merger Sub or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into Law on October 26, 2001), and (b) a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230, 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; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to the Effective Time, Closing and in all cases subject to the limitations set forth hereindelivery of reasonable and customary confidentiality undertakings towards or for the benefit of the Company, the Company shall, and shall cause its Subsidiaries to, the Acquired Companies and shall use its commercially reasonable efforts to cause its their respective Representatives to, provide all reasonable and customary cooperation reasonably cooperate with the arrangement by Parent of the Debt Financing as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include Parent, including: (i) preparing participation in meetings, presentations, drafting sessions and furnishing all rating agency presentations, and participating in reasonable and customary due diligence, in each case with or by the Financing Sources (or prospective lenders in any Debt Financing); (ii) making available to Parent and the Financing Sources, as promptly as possible after the date of this Agreement, financial and other pertinent information that regarding the Company and Acquired Companies as is available regarding customary in connection with debt financing for transactions of this type; (iii) furnishing to Parent and the Financing Sources, as promptly as possible after the date of this Agreement, the Required Information; (iv) assisting in obtaining customary accountants’ comfort letters and accountants’ consents with respect to the consolidated financial statements of the Company and its Subsidiaries from the auditors of the Company, as applicable, in form and substance reasonably satisfactory to the Financing Sources for use in connection with any Debt Financing; (v) assisting Parent and the Financing Sources in the preparation of (A) customary syndication documents and materials (including assistance in creating usual and customary “public versions” of the foregoing), including a bank information memorandum and lender presentations and (B) materials for rating agency presentations, and the Company providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders, containing a customary representation that any public-side version of such information does not include material non-public information, solely to the extent such information is provided by the Company or its Subsidiaries (it being understood that all of the actions required under clauses (i) through (v) above will be performed by the Company in a prompt and timely manner in order to afford the Financing Sources a period (the “Marketing Period”) of at least twenty (20) consecutive Business Days commencing on or after the date that is the later of: (y) fifteen (15) Business Days after the date hereof and prior to the Closing Date and (z) the date of receipt of the information memorandum, to syndicate the Debt Financing; provided that November 27, 2015 shall not be considered a Business Day for the purposes of the Marketing Period and such Marketing Period shall end on or prior to December 18, 2015); (vi) executing and delivering as of (but not effective before) the Effective Time definitive financing documents and certificates or other documents to the extent reasonably requested by Parent and that is required in connection with otherwise facilitating the granting or proper perfection of collateral to secure any Debt Financing, including without limitation delivery of certificates representing equity interests constituting collateral and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing to allow for the Debt Financing or customarily used to arrange transactions similar to payoff, discharge and termination in full on the Debt Financing by companies Closing Date of a comparable size in a comparable industry as the Company; provided, however, that no member any debt of the Company Group will be required or its Subsidiaries that Parent desires to provide any information or assistance with respect to the preparation of pro forma financial statements payoff, discharge and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating theretoterminate at Closing; (Bvii) the determination of 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 furnishing to Parent or and any of its Subsidiaries or Financing Sources promptly, and in any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and event at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (iv) promptly furnishing (but in no event later than three (3) least 3 Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing with , all documentation and other information about the Company Group as is has been reasonably requested in writing at least 10 business days prior to the Closing Date required by Parent as may be required regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActAct and the Israeli Prohibition on Money Laundering Law 5760-2000; (viii) ensuring that, other than as agreed by Parent and the Financing Sources, there are no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of the Company or any of its Subsidiaries being offered, placed or arranged and (ix) taking all corporate actions, subject to and only effective upon the occurrence of the Effective Time reasonably requested by Parent to permit the consummation of the Debt Financing as promptly as practicable; provided, that the Company shall not be required to pay any commitment or other similar fee or incur any other liability in connection with such cooperation and Parent shall bear all expenses incurred by the Company, the Acquired Companies and their respective advisors, whether or not the Merger is consummated; and provided, further, that the effectiveness of any documentation executed by the Company or any of the Acquired Companies with respect thereto shall be subject to the extent requested in writing at least ten (10) Business Days prior consummation of the Merger. The Company hereby consents to the Closing Datereasonable use of its and its Subsidiaries’ logos in connection with the marketing of any Debt Financing; provided that such logos are used solely in a manner that is not intended to, and is not reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company, its Subsidiaries and its or their respective marks, products, services, offerings or Intellectual Property Rights.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth hereinin, and prior to the termination of, this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause each of its applicable Subsidiaries and its and their respective Representatives to, use its and their respective reasonable best efforts to provide all Parent, at Parent’s sole cost and expense, with such reasonable and customary cooperation as may be reasonably requested by Parent to assist the Buyer Parties in arranging the Debt Financing, including: (i) cause members of management, with appropriate seniority and expertise, of the Company to participate in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and sessions (including diligence and drafting sessions) with rating agencies and otherwise reasonably cooperating with the marketing and due diligence efforts for any of the Debt Financing (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms), in each case, upon reasonable advance notice, during normal business hours and at reasonable times and locations to be mutually agreed; (ii) provide reasonable assistance to Parent in the arrangement preparation of customary rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and consummation similar documents, including (A) customary authorization letters authorizing the distribution of any debt financing obtained information to prospective lenders, in connection each case, solely with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent respect to information that is available regarding relating to the Company and Group (to the extent related to its Subsidiaries that is reasonably requested by Parent and that is business), as required in connection with or proper for the Debt Financing or and customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of and (B) customary financial information regarding the Company Group will and its Subsidiaries as shall exist after having been prepared by the Company in the ordinary course of business without undue burden or expense and be reasonably requested by Parent, is customarily required to provide any information or assistance with respect for completion of debt financings similar to the preparation of Debt Financing and necessary for Parent to prepare pro forma financial statements and forecasts of financing statementsstatements of the Surviving Corporation for one or more periods following the Closing Date, in each case, based on readily available financial information and data derivable from the Company Group’s historical books and records; provided, however, that (x) the Company Group shall not be required to provide, and Parent shall be solely responsible for, the preparation of pro forma financial information, including relating to (A1) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B2) the determination of 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 (C3) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group and (y) Parent shall provide to the Company all such authorization letters and materials related thereto and to give the Company and its Representatives reasonable opportunity to review and comment thereon; (iii) [reserved]; (iv) provide reasonable assistance to Parent in connection with facilitating the pledging as collateral property of the Company Group; (ii) if , to the extent required by the collateral and guaranty requirements under the Debt Financing that must be satisfied as of the Closing Date as a condition to the funding of the Debt Financing, solely to the extent reasonably requested by Parent, upon reasonable prior notice Parent and at times and locations customarily used to be mutually agreed, participating arrange transactions similar to the Debt Financing by companies of a comparable size in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating comparable industry as the pledging of collateral, Company; provided that no such documents security interest or agreements shall be effective other obligation under any document or agreement with respect thereto will take effect prior to the Effective Time; (v) assisting Parent in the preparation and execution of one or more credit agreements, guarantees, certificates (ivother than solvency or similar certificates) taking all corporate actionsand other definitive financing documents, subject including by furnishing information relating to the occurrence of Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates, to the Effective Timeextent required in connection with the Debt Financing, solely to the extent reasonably requested by Parent and customarily used to permit the consummation of arrange transactions similar to the Debt Financing and (iv) promptly furnishing (but by companies of a comparable size in no event later than three (3) Business Days a comparable industry as the Company; provided that the effectiveness of any such documentation executed by any member of the Company Group shall not occur prior to the Closing DateEffective Time; (vi) furnish Parent and any lenders involved in such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be the Financing Sources (through Parent) and required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, at least three (3) Business Days prior to the extent Closing Date if requested by Parent in writing at least ten (10) Business Days prior to the Closing Date; (vii) without limiting any of the covenants or agreements in Section 8.16, provide documents reasonably requested by Parent relating to the repayment of the Repaid Indebtedness, including the Payoff Letters; and (viii) cooperating with Parent to take such corporate or other organizational action, subject to the occurrence of the Closing, as Parent may reasonably request that are necessary or advisable to permit the consummation of the Debt Financing.

Cooperation with Debt Financing. (a) Prior to the Effective Time, and in all cases subject to the limitations set forth hereinat Parent’s sole expense, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will use its commercially reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all reasonable and customary such cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in arranging the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include , including, but not limited to: (i) preparing and furnishing all financial and other pertinent information that is available regarding cooperating reasonably with the Company and its Subsidiaries that is Financing Sources’ due diligence, to the extent reasonably requested by requested; (ii) assisting Parent and that is the Financing Sources in a commercially reasonable manner with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements of the Surviving Company for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of neither the Company Group nor its Subsidiaries will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company; (iii) as promptly as reasonably practicable, (A) providing Parent and the Financing Sources already-existing information relating to the Company Group; and its Subsidiaries (iiincluding its financial information) if as may be reasonably requested by ParentParent and customary to assist in preparation of the Offering Documents and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in an Offering Document relating to the Debt Financing and (B) informing Parent if the chief executive officer or the chief financial officer of the Company shall have knowledge of any facts as a result of which a restatement of any financial statements to comply with GAAP would be likely; (iv) assisting with the preparation of Offering Documents; (v) requesting and facilitating (including by the delivery of customary representation letters) customary comfort letters (including “negative assurance”) from the Company’s independent auditors, final drafts of such comfort letters which the Company’s independent auditors are prepared to issue upon reasonable prior notice completion of customary procedures and at times and locations to be mutually agreed, participating facilitating direct contact with such independent auditors or participation in a reasonable number of meetings, presentations and due diligence sessions, drafting sessions and sessions other meetings upon reasonable advance notice, and obtaining consents from the Company’s independent auditors with rating agenciesrespect to the financial statements and financial information contemplated to be included in such Offering Documents in accordance with clause ‎(iii) above; (vi) executing and delivering, solely to the extent such execution and delivery would only be effective on or after the Closing Date, any definitive agreements, pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (iiiincluding using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with the Debt Financing, it being understood that such documents will not take effect until the Effective Time; (vii) reasonably facilitating the pledging granting of collateralsecurity interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, provided that no such documents and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or agreements shall other retirement of existing indebtedness required to be effective repaid at the Closing and the release and termination of any and all related Liens on or prior to the Effective TimeClosing Date; (viii) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company and its Subsidiaries and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company and its Subsidiaries; provided, however, that all such materials have been previously identified to, and provided to, the Company; (ivix) to the extent any information constituting material non-public information about the Company or its Subsidiaries or securities (1) is “flash” or “recent development sales” and/or EBITDA information for any completed fiscal quarter or other completed fiscal period or (2) would otherwise customarily be made public by the Company or its Subsidiaries, if requested by Parent, publicly disclosing such information such that such information no longer constitutes material non-public information about the Company or its Subsidiaries or securities; (x) taking all reasonable corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent to permit the consummation of the Debt Financing and Financing; (ivxi) promptly furnishing (but in no event later than three four (34) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group and its Subsidiaries as is reasonably requested in writing by Parent as may be required under or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActPatriot Act and the requirements of 31 C.F.R. § 1010.230, to the extent requested in writing at least ten nine (109) Business Days prior to the Closing Date; provided, however, that nothing herein shall require the Company or any Subsidiary to take any action that would be effective prior to the Closing, including with respect to any lien on any assets of the Company or its Subsidiaries in connection with the Debt Financing.

Cooperation with Debt Financing. Prior to (a) Before the Effective Time, and in all cases subject to the limitations set forth hereinClosing Date, the Company shallshall use its reasonable best efforts to provide, and shall to cause its Subsidiaries to, and shall to use its commercially their reasonable best efforts to cause its Representatives toprovide, provide all reasonable to Parent and customary Merger Sub, cooperation as may be is customary for financings of the type contemplated in the Financing Letters and as reasonably requested by Parent to in connection with assisting them in their arrangement of the Financing, including to, upon Parent’s written request: (i) [reserved]; (ii) assist Parent in preparation for and participate in a reasonable number of investor and lender meetings (including a reasonable and limited number of one-on-one meetings and calls that are requested in advance with or by the arrangement parties acting as lead arrangers or agents for, and consummation of any debt financing obtained prospective lenders of, the Financing), presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies in connection with the transactions contemplated Financing at reasonable times and locations mutually agreed, and assist Parent in obtaining ratings in connection with the Financing; (iii) assist Parent with the preparation by this Agreement (Xxxxxx and the “Financing Sources of materials for rating agency presentations, offering documents, private placement memoranda, prospectuses, bank information memoranda and similar marketing documents required in connection with the Debt Financing”). Such cooperation shall include , including the execution and delivery of customary representation letters in connection with bank information memoranda; (iiv) preparing cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and furnishing all reasonably requested; (v) assist Parent in connection with Parent’s preparation of pro forma financial statements of the Company and its Subsidiaries of the type necessary or reasonably requested by the Financing Sources to be included in any bank information memoranda, offering documents, private placement memoranda, offering memoranda prospectuses or other customary marketing materials, including by providing such financial and other pertinent information that is available regarding the Company and its Subsidiaries and their respective businesses; provided that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of neither the Company Group will nor any of its Subsidiaries or Representatives shall be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to to: (A) the determination of the proposed aggregate amount of the Debt Financing, the debt and equity capitalization that is required for such pro forma financial information or assumed interest rates thereunder or the and fees and expenses relating theretoto such debt and equity capitalization; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company GroupCompany; and (iivi) if execute and deliver as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent, upon reasonable prior notice Parent and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating facilitate the pledging of collateral, collateral as of (but not before) the Closing; provided that no such that: (A) none of the documents or agreements certificates shall be executed and/or delivered except in connection with the Closing; (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing; and (C) no liability shall be imposed on the Company or any of its Subsidiaries or any of their respective officers or employees involved before the Closing Date; provided that: (A) in no event shall the Company or any of its Subsidiaries be required to provide any such cooperation to the extent it interferes unreasonably with the ongoing operations of the Company and its Subsidiaries; (B) no obligation of the Company or any of its Subsidiaries or any of their respective Representatives on account of the Debt Financing shall be effective prior until the Effective Time (excluding in connection with any authorization letters delivered by the Company in connection with the Debt Financing); (C) in no event shall the Company or any of its Subsidiaries be required to pay any commitment or other fee, enter into any definitive agreement or agree to provide any indemnity in connection with the Financing before the Effective Time; (D) nothing in this Section 6.6 shall require any action that would materially conflict with or violate the Company’s or any of its Subsidiaries’ organizational documents or any Laws or result in, before the Effective Time, the material contravention of any Material Contract to which the Company or its Subsidiaries is a party; (ivE) taking all corporate actionsneither the Company or its Subsidiaries nor any Persons who is a director, officer or employee of the Company or its Subsidiaries shall be required to: (1) pass resolutions or consents (except those that are subject to the occurrence of the Effective Time, reasonably requested Closing passed by Parent directors or officers continuing in their positions following the Closing); or (2) execute any document (excluding the authorization letters referred to permit in clause (B) above and the consummation representation letters referred to in clause (iii) above) or Contract that will become effective before the occurrence of the Debt Closing in connection with the Financing; (F) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing, the disclosure of which, in the reasonable judgment of the Company, is subject to attorney-client privilege or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; provided that the Company or such Subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any confidentiality obligation, Company shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any Financing Source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality; (ivG) promptly furnishing none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver: (but 1) any financial information in no event later than three a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business; (2) any financial information with respect to a fiscal period that has not yet ended; or (3) Business Days prior any pro forma financial information or projections (in each case, without waiver of the obligations of the Company set forth in clauses (i), (v) and (vi) above); (H) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion in connection with the Financing; (I) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; and (J) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause any director, officer or employee or shareholder of the Company or any of its Subsidiaries to incur personal liability. (b) Parent shall, if the Closing shall not occur: (x) promptly, upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including (A) reasonable and documented out-of-pocket attorneys’ fees and (B) reasonable and documented out-of-pocket fees and expenses of the Company’s accounting firms engaged to assist in connection with the Financing, including performing additional requested procedures, reviewing any offering documents, participating in any meetings and providing any comfort letters) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries and Representatives contemplated by this Section 6.6(b) (the Parties understanding that the reimbursement set forth in this paragraph shall not apply to any fees, costs and expenses incurred by, or on behalf of, the Company in connection with its ordinary course financial reporting requirements); and (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including the performance of their respective obligations under this Section 6.6) and any information used in connection therewith, in each case other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of the Company or any of its Subsidiaries (the “Reimbursement Obligations”). (c) The Company hereby consents to the use of its logos solely in connection with the Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely: (i) in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company’s reputation or goodwill; (ii) in connection with a description of the Company, its business and products or the Merger; and (iii) in a manner that will comply with the Company’s usage requirements to the extent made available to Parent before the Agreement Date. (d) Xxxxxx and Xxxxxx Sub acknowledge and agree that the obtaining of the Financing, or any Alternative Debt Financing, is not a condition to Closing. (e) In no event will any Guarantor, Parent, Merger Sub or any of their respective Affiliates (that for this purpose will be deemed to include each direct investor in Parent or Merger Sub and the Financing Sources or potential Financing Sources of Parent, Merger Sub and such investors) enter into any Contract: (i) awarding any agent, broker, investment banker or financial advisor any financial advisory role on an exclusive basis; or (ii) prohibiting or seeking to prohibit any bank, investment bank or other potential provider of debt financing from providing or seeking to provide debt financing or financial advisory services to any Person, in each case in connection with a transaction relating to the Company Group or in connection with the Merger. (f) (i) As soon as reasonably practicable, but in any event before the Closing Date) , the Company shall, and shall cause its Subsidiaries to, as applicable, furnish Parent and any lenders involved Merger Sub all financial statements, financial data, audit reports and other financial information regarding the Company and its Subsidiaries required to be delivered under the Debt Commitment Letter, including, without limitation, the financial statements described in such paragraph 5 of Exhibit C to the Debt Financing with all Commitment Letter and (ii) at least four (4) Business Days before the Closing Date to the extent requested in writing at least eight (8) Business Days before the Closing Date, documentation and other information about the Company Group and its Subsidiaries as is reasonably requested in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulations, regulations including the USA PATRIOT Act, Act described in paragraph 7 of Exhibit C to the extent requested in writing at least ten (10) Business Days prior to the Closing DateDebt Commitment Letter.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the (a) The Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its Representatives to, provide all reasonable cooperation that is reasonably necessary, customary or advisable and customary cooperation reasonably requested by Parent to assist with the arrangement of the Debt Financing, including by (i) assisting with the preparation of schedules and exhibits to the definitive financing documentation and facilitating the pledging of collateral and the obtaining of guarantees pursuant thereto, in each case, customarily required to be delivered under such definitive financing documentation, (ii) delivering to Parent all existing financial statements, business and other financial data (excluding pro forma financial information) as may be reasonably requested by the Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior providing to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (iv) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt its Financing with Sources all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Notwithstanding anything in this Agreement to the contrary, (A) none of the Company, any of its Subsidiaries or their respective Representatives shall be required to execute or enter into any certificate, instrument, agreement or other document in connection with the Debt Financing which will be effective prior to the Closing, (B) nothing herein shall require cooperation or other actions or efforts on the part of the Company, any of its Subsidiaries or their respective Representatives, in connection with the Debt Financing to the extent requested in writing at least ten it would unreasonably materially interfere with their business or operations, and (10C) Business Days none of the Company, any of its Subsidiaries or their respective Representatives will be required to incur any liability or obligation with respect to the Debt Financing prior to the Closing for which it has not received prior reimbursement or is not otherwise indemnified. (b) Notwithstanding anything to the contrary contained in this Section 7.20: (i) nothing in this Section 7.20 shall require any such cooperation to the extent that it would (A) require the Company or any of its Subsidiaries or their respective Representatives, as applicable, to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any expenses, in each case prior to the Offer Closing Date, (B) require the Company or any of its Subsidiaries to take any action that will conflict with or violate any Laws or the Existing Credit Agreement, (C) require the Company or any of its Subsidiaries to enter into or approve any financing agreement for the Debt Financing that is effective prior to the Offer Closing Date, (D) result in the Company or any of its Subsidiaries incurring any liability with respect to any matters relating to the Debt Financing prior to the Offer Closing Date (other than with respect to authorization letters referred to above), or (E) result in any officer or director of the Company or any of its Subsidiaries incurring personal liability with respect to any matters relating to the Debt Financing, (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company or any of its Subsidiaries or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than a customary authorization letter) shall be effective until the Offer Closing Date. (c) In the event that this Agreement is terminated by the Company pursuant to Section 9.1, Parent shall promptly, upon request by the Company, reimburse the Company for all of its documented reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company, any of its Subsidiaries and their respective Representatives in connection with any cooperation set forth in this Section 7.20, so long as such reimbursement does not exceed $25,000 in the aggregate.

Cooperation with Debt Financing. (a) Prior to the Effective Time, and in all cases subject to the limitations set forth hereinClosing Date, the Company shallshall use its reasonable best efforts to, and shall cause its Subsidiaries to, to and shall use its commercially reasonable best efforts to cause its and their respective Representatives to, use reasonable best efforts to provide all reasonable to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such necessary, advisable or customary cooperation as may be is reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (arrangement of the “Debt Financing”). Such cooperation shall include , including: (i) preparing causing senior management of the Company to assist in preparation for, and furnishing all participation in, a reasonable number of investor and lender meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing at reasonable times and locations mutually agreed (such agreement not to be unreasonably withheld, conditioned or delayed), and assisting Parent in obtaining ratings in connection with the Debt Financing; (ii) (A) providing assistance with the preparation by Xxxxxx and the Debt Financing Sources of materials for rating agency presentations, bank information memoranda syndication memoranda, lender presentations and other customary marketing documents required in connection with the Debt Financing and (B) providing customary authorization letters with respect to the Company authorizing the distribution of information to prospective lenders and investors (including customary 10b-5 and material non-public information representations); (iii) cooperating reasonably with the Debt Financing Sources’ due diligence (including reasonable access to the premises of the Company and its Subsidiaries), to the extent customary and reasonably requested; (iv) assisting Parent in connection with Parent’s preparation of pro forma financial statements of the Company and its Subsidiaries of the type necessary or reasonably requested by the Debt Financing Sources to be included in any bank information memoranda or other customary marketing materials, including by providing such financial and other pertinent information that is available regarding the Company and its Subsidiaries and their respective businesses; provided that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of neither the Company Group will nor any of its Subsidiaries or Representatives shall be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the debt and equity capitalization that is required for such pro forma financial information or assumed interest rates thereunder or the and fees and expenses relating thereto; to such debt and equity capitalization, (B) the determination of 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; Financing or (C) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; Company; (iiA) if reasonably requested by Parentassisting in the preparation, upon reasonable prior notice execution and at times and locations to be mutually agreed, participating delivery of definitive financing documents in a reasonable number of meetings, presentations and due diligence sessions and sessions connection with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (ivB) promptly furnishing facilitating the pledge of, grant of security interests in and obtain perfection of any liens on collateral in connection with the Debt Financing; provided that, except in the case of customary authorization letters as contemplated by Section 6.6(a)(ii), (but I) none of the documents or certificates shall be executed and/or delivered except in connection with the Closing, (II) the effectiveness thereof shall be conditioned upon, or become operative as of or after, the occurrence of the Closing and (C) no event later than three (3) Business Days liability shall be imposed on the Company or any of its Subsidiaries or any of their respective officers or employees involved prior to the Closing Date; (vi) Parent and any lenders involved in such Debt Financing with providing all documentation and other information about the Company Group and its Subsidiaries as is reasonably requested in writing by Parent as may be required under applicable “know your customer” and anti-money laundering rules and regulations, regulations including the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act; (vii) assist Parent in obtaining waivers, consents, estoppels and approvals from other parties to material leases, Liens and agreements relating to the Company and its Subsidiaries, in each case as reasonably requested by Parent or the Debt Financing Sources; and (viii) taking all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent or any Debt Financing Sources to permit the consummation of the Debt Financing; provided that no such actions shall be required to be effective prior to the Closing; provided, that: (A) in no event shall the Company or any of its Subsidiaries be required to provide any such cooperation or access to premises to the extent requested it interferes unreasonably with the ongoing operations of the Company and its Subsidiaries; (B) no obligation of the Company or any of its Subsidiaries or any of their respective Representatives on account of the Debt Financing or the Sale/Leaseback Transaction shall be effective until the Closing Date (excluding in writing at least ten connection with any authorization letters referred to in clause (10iii) Business Days above); (C) in no event shall the Company or any of its Subsidiaries be required to pay any commitment or other fee, enter into any definitive agreement (excluding in connection with any authorization letters referred to in clause (iii) above) or agree to provide any indemnity (that is not being indemnified pursuant to the Reimbursement Obligations) in connection with the Financing that is effective, prior to the Closing Date; (D) nothing in this Section 6.6 shall require any action that would conflict with or violate the Company’s or any of its Subsidiaries’ organizational documents or any applicable Laws or result in, prior to the Closing Date, the contravention of any Material Contract to which the Company or its Subsidiaries is a party; (E) neither the Company or its Subsidiaries nor any Persons who is a director, officer or employee of the Company or its Subsidiaries shall be required to (x) pass resolutions or consents (except those which are subject to the occurrence of the Closing passed by directors or officers continuing in their positions following the Closing) or (y) execute any document (excluding the authorization letter referred to in clause (iii) above) or Contract prior to the occurrence of the Closing in connection with the Debt Financing or the Sale/Leaseback Transaction; (F) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing, the disclosure of which, in the judgement of the Company, is subject to attorney-client privilege or could result in the disclosure of any trade secrets or the violation of any confidentiality obligation; provided that the Company or such Subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any confidentiality obligation, Company shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any Debt Financing Source or the Third Party Purchaser has specifically identified and requested is being withheld as a result of any such obligation of confidentiality; (G) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion in connection with the Debt Financing or the Sale/Leaseback Transaction; (H) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; and (I) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur personal liability. Parent shall, in the event the Closing shall not occur, (x) promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including (A) reasonable and documented attorneys’ fees and (B) reasonable and documented fees and expenses of the Company’s accounting firms engaged to assist in connection with the Financing, including performing additional requested procedures, reviewing any offering documents, participating in any meetings and providing any comfort letters) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries and Representatives contemplated by this Section 6.6(a) or by Section 6.24 (it being understood that the reimbursement set forth in this paragraph shall not apply to any fees, costs and expenses incurred by, or on behalf of, the Company in connection with its ordinary course financial reporting requirements); and (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including the performance of their respective obligations under this Section 6.6 or by Section 6.24) and any information used in connection therewith, in each case other than to the extent any of the foregoing was suffered or incurred as a result of (I) fraud, bad faith, gross negligence or willful misconduct or (II) information provided by or on behalf of the Company, any of its Subsidiaries or any of their respective Representatives (collectively, the “Reimbursement Obligations”). (b) The Company hereby consents to the use of its logos solely in connection with the Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely (i) in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company’s reputation or goodwill, (ii) in connection with a description of the Company, its business and products or the Merger and (iii) in a manner that will comply with the Company’s usage requirements to the extent made available to Parent prior to the Agreement Date. (c) Parent and Merger Sub acknowledge and agree that (i) the obtaining of the Financing, or any Alternative Debt Financing, is not a condition to Closing and (ii) a material breach of this Section 6.6 will only constitute a material breach of the Company for purposes of Section 7.2 if (x) Parent has provided the Company with notice in writing of such breach (with reasonable specificity as to the basis for any such breach) and the Company has failed to cure such breach (to the extent such breach can be cured) within ten (10) days following such notice and (y) such breach is a proximate and substantial cause of the Debt Financing not being consummated.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the (a) The Company shallshall use its reasonable best efforts to, and shall cause its Subsidiaries to, and shall its and their respective Representatives to use its commercially their reasonable best efforts to cause its Representatives to, provide all reasonable and customary such cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include Parent, including: (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agenciesprospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the actual and potential Debt Financing Sources Related Parties, on the other hand; (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (ivii) taking all corporate actions, subject to the occurrence of the Effective Time, actions reasonably requested by Parent to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation at the Effective Time; (iviii) promptly furnishing (but in no event later than three (3) furnishing, at least four Business Days prior to the Closing Date) Parent and any lenders involved in Closing, such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAct and 31 C.F.R. §1010.230, in order to satisfy the conditions set forth in the Conditions Exhibit; (iv) executing and delivering any credit agreements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer of the Company in the form of Annex I to the Conditions Exhibit; and; (v) facilitating the obtaining of guarantees and pledging of collateral and other matters ancillary to the Debt Financing, as may be requested by Parent, including executing and delivering any customary guarantee, pledge and security documents or other definitive financing documents, surveys and title insurance or other customary certificates or documents as may be reasonably requested by Parent to facilitate any guarantee, obtaining and perfection of security interests in collateral from and after the Closing (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing) and delivery to Parent at the Closing of all certificates representing outstanding equity interests of the Company and each of its Subsidiaries. (b) As promptly as practicable, and in any event prior to the Closing Date, the Company shall furnish Parent and the Debt Financing Sources each item of Required Information. (c) Notwithstanding the foregoing, nothing in ‎Section 6.13 shall require the Company or any of its Subsidiaries to: (i) take any action in respect of the Debt Financing to the extent requested that such action would cause any condition to Closing set forth in writing at least ten Article 7 to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement by the Company; (10ii) Business Days take any action in respect of the Debt Financing that would conflict with or violate the Company’s or any of its Subsidiaries’ organizational documents or any applicable Law; (iii) take any action to the extent such action would unreasonably interfere with the business or operations of the Company or its Subsidiaries; (iv) execute and deliver any letter, agreement, document or certificate in connection with the Debt Financing (except the Debt Commitment Letter and related fee letter and borrowing notices) or take any corporation action that is not contingent on, or that would be effective prior to, the occurrence of, the Closing; (v) pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing prior to the Closing Date (other than any such fee or liabilities contemplated by the Debt Commitment Letter and redacted fee letter); or (vi) provide any legal opinion or other opinion of counsel in connection with the Debt Financing prior to the Closing Date. (d) Parent shall, in the event the Closing does not occur, (x) promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.13 (it being understood that the reimbursement set forth in this paragraph shall not apply to any fees, costs and expenses incurred by, or on behalf of, the Company in connection with its ordinary course financial reporting requirements) and (y) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by any of them of any type in connection with the arrangement of any Debt Financing and any information used in connection therewith, except to the extent such losses, damages, claims, costs or expenses arise from the breach of this Agreement by the Company (which, for the avoidance of doubt, shall include the inaccuracy of any representation or warranty) or result from the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives (the obligations set forth in this paragraph collectively, the “Reimbursement Obligations”). (e) The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s and its Subsidiaries’ logos, names and trademarks in connection with the Debt Financing; provided that such logos, names and trademarks are used in a manner that is not intended to harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill. (f) All material non-public information provided by the Company or any of its Subsidiaries or any of their Representatives pursuant to this Section 6.13 or otherwise in connection with the Debt Financing shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to the financing sources and other potential sources of capital and prospective lenders during syndication (if any) of the Debt Financing or any replacement, amended, modified or alternative financing subject to the potential sources of capital and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities).

Cooperation with Debt Financing. (a) Prior to the Effective Time, and in all cases subject to the limitations set forth hereinClosing, the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cooperate and cause its the Company’s Subsidiaries and their respective Representatives to, to provide all reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the arrangement of the Debt Financing (provided that such requested cooperation would not reasonably be expected to (i) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (ii) cause any representation or customarily used warranty in this Agreement to arrange transactions similar be breached or (iii) cause any condition in this Agreement to fail to be satisfied), including using its reasonable best efforts to: (i) participate at reasonable times in a reasonable number of virtual or telephonic meetings, drafting sessions, presentations, road shows and rating agency and due diligence sessions (including accounting due diligence sessions), in each case, upon reasonable advance notice and assist Parent in obtaining ratings in connection with the Debt Financing; (ii) as promptly as reasonably practicable, (x) furnish Parent and the Debt Financing Sources Related Parties with the Required Information and (y) inform Parent if the Company shall have actual knowledge of any facts that would require the restatement of any of the financial statements included in the Required Information; (iii) assist Parent and the Debt Financing Sources Related Parties in the preparation of (A) customary marketing materials to be used in connection with the Debt Financing and (B) materials for rating agency presentations (including by companies (x) using reasonable best efforts to cause members of a comparable size in a comparable industry as the Company; provided, however, that no member management of the Company Group will be required to provide any information reasonably assist in the preparation of offering memoranda and lender or assistance investor presentations and (y) using reasonable best efforts to cause an officer of the Company to execute and deliver customary authorization letters with respect to the Offering Documents relating to the “bank” financing authorizing the distribution of information to prospective lenders); (iv) provide other reasonable and customary cooperation with the marketing efforts of Parent and the Debt Financing Sources Related Parties for any portion of the Debt Financing as reasonably requested by Xxxxxx; (v) cooperate reasonably with due diligence, to the extent customary for financings of the type contemplated by the Debt Commitment Letter and reasonably requested by Parent; (vi) solely with respect to financial information and data derived from the Company’s and its Subsidiaries’ books and records, assist Parent in connection with the preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by Parent and forecasts of financing statements, including relating customary to (A) be included in any marketing materials or Offering Documents in connection with the determination Debt Financing or of the proposed aggregate amount of type required by the Debt FinancingCommitment Letter; provided, for the interest rates thereunder avoidance of doubt, that the Company and its Subsidiaries shall not be obligated to provide pro forma financial statements or the fees and expenses relating thereto; (B) the determination of any information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership capitalization or other pro forma adjustments desired ownership; (vii) assist Xxxxxx and the Debt Financing Sources Related Parties in their preparation of the Offering Documents and review and comment on Parent’s draft of a business description and a “Management’s Discussion and Analysis” of the financial statements to be incorporated into included in such Offering Documents to the extent reasonably requested and customary; (viii) in the event the Debt Financing includes an offering of debt securities, request and facilitate its independent auditors to provide, consistent with customary practice, customary accountant’s comfort letters (including “negative assurance” comfort and change period comfort), together with drafts of such comfort letters that such independent auditors are prepared to deliver upon the “pricing” of any information used high-yield bonds being issued in connection with the Debt Financing; or (C) any , and consents from the Company’s independent auditors with respect to financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of regarding the Company Group; and its Subsidiaries; (iiix) if reasonably requested by Parent, upon reasonable prior notice and furnish Parent at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (iv) promptly furnishing (but in no event later than least three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing Date with all documentation and other information about the Company Group and its Subsidiaries as is shall have been reasonably requested in writing by Parent as may be at least ten Business Days prior to the Closing Date that is reasonably required in connection with the Debt Financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (x) assist Parent in the preparation of, to the extent requested in writing at least ten (10) Business Days and execute and deliver as of but not prior to the Closing Date, any guarantee, pledge and security documents, currency or interest rate hedging agreements, if applicable, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent (including a certificate of the Chief Financial Officer of the Company with respect to solvency matters in the form set forth as Exhibit E to the Debt Commitment Letter and any required corporate authorization and incumbencies) and otherwise reasonably facilitate the pledging of collateral and granting and perfection of security interests in respect of the Debt Financing (including, upon the written request of Parent, delivering, in each case, as contemplated by the Debt Commitment Letter, original stock certificates and related powers and original promissory notes and related powers, if any); provided, however, that no obligation of the Company or any of its Subsidiaries under any such document, certificate, agreement or pledge shall be effective until the Closing or be effective if the Closing does not occur; (xi) facilitate the taking, no earlier than the Closing, of customary corporate approvals, reasonably requested by Parent, to permit the consummation of the Debt Financing (provided that no such action shall be required by the Company Board); and (xii) cooperate in satisfying the conditions precedent set forth in the Debt Commitment Letter as in effect as of the date hereof or any definitive document relating to the Debt Financing with conditions precedent substantially the same as those set forth in the Debt Commitment Letter as in effect as of the date hereof to the extent the satisfaction of such condition requires the cooperation of, or is within the control of, the Company and its Subsidiaries; provided, with respect to clauses (i) through (xii), that (A) neither the Company nor any of its Subsidiaries shall be required to incur or satisfy any liability (including the payment of any fees that would not be reimbursed) in connection with the Financing prior to the Closing, (B) the pre-Closing Company Board and the directors, members and managers of the Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, unless Parent shall have determined that such directors and managers who are employees of the Company or the Company’s Subsidiaries are to remain as directors and managers of the Company or the Company’s Subsidiaries on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing Date, (C) other than customary representation letters and authorization letters referenced above, neither the Company nor any of its Subsidiaries shall be required to execute or deliver prior to the Closing any definitive financing documents, including any credit or other agreements, pledge or security documents or other certificates, legal opinions or documents, in connection with the Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date, (D) except as expressly provided above, neither the Company nor any of its Subsidiaries shall be required to take any corporate or similar actions prior to the Closing to permit the consummation of the Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date and (E) neither the Company nor any of its Subsidiaries or Representatives shall be required to take or permit the taking of any action pursuant to this Section 5.16 that could (i) reasonably be expected to cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (ii) reasonably be expected to conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (iii) reasonably be expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract to which the Company or any of its Subsidiaries is a party, (iv) require the Company or any of its Subsidiaries or any of their Representatives to provide access to or disclose information that the Company or any of its Subsidiaries determines could jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its Subsidiaries, (v) require the delivery of any opinion of counsel (except for customary legal opinions to the extent contemplated by Section 5.17(a)) or (vi) require the Company to prepare or deliver any Excluded Information. (b) The Company shall, and shall cause its Subsidiaries and their respective representatives to, use reasonable best efforts to periodically update any Required Information provided to Parent as may be necessary so that such Required Information is (i) Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Information”. For the avoidance of doubt, Parent may, to most effectively access the financing markets, request the cooperation of the Company and its Subsidiaries under Section 5.16(a) at any time, and from time to time and on multiple occasions, between the date of this Agreement and the Closing; provided that, for the avoidance of doubt, the Marketing Period shall not be applicable as to each attempt to access the markets (it being understood and agreed that once the “Marketing Period” has commenced and then been completed in accordance with the definition thereof, there shall not be a subsequent “Marketing Period” hereunder). Parent shall provide the Company drafts of all Offering Documents and all marketing materials for the Debt Financing with a reasonable time to review such documents and materials, and subject to Parent’s compliance with such obligation, the Company shall use reasonable best efforts to review all such Offering Documents and marketing materials and identify for Parent any information contained therein that it reasonably believes constitutes material non-public information with respect to the Company and its Subsidiaries (taken as a whole) or their respective securities. If the Company identifies any such information (“Identified MNPI”) and such information is reasonably requested by Parent to be included in the Offering Documents or marketing materials for the Debt Financing and does not include information as to which the Company reasonably objects (any such Identified MNPI, “Acceptable MNPI”), then the Company shall file a Current Report on Form 8-K containing such material non-public information. Parent shall remove all such Identified MNPI that is not Acceptable MNPI from such Offering Documents and marketing materials. (c) The parties hereto acknowledge and agree that the provisions contained in this Section 5.16 and Section 5.17 represent the sole obligation of the Company and its Subsidiaries with respect to cooperation in connection with the arrangement and implementation of any financing (including the Financing) to be obtained by Parent with respect to the transactions contemplated by this Agreement and the Commitment Letters, and no other provision of this Agreement (including the exhibits and schedules hereto) or the Commitment Letters shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s obligations under this Agreement. (d) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, that such logos are not used in a manner that is intended, or would be reasonably likely, to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of any of them.

Cooperation with Debt Financing. Prior to During the Effective Time, and in all cases subject to the limitations set forth hereinInterim Period, the Company shall, and shall cause its Subsidiaries to, and shall will use its commercially reasonable efforts to, and will use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, provide all to do the following: (i) providing Parent and Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in arranging the arrangement and consummation of any debt financing (if any) to be obtained by Parent, Merger Sub or their respective Affiliates in connection with the transactions contemplated by this Agreement Offer and the Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participating (and furnishing all financial causing senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and its Subsidiaries that is reasonably requested by presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise cooperating with the marketing and due diligence efforts for any of the Debt Financing; (iii) assisting Parent and that is the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company; (iv) assisting Parent in connection with the preparation, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources (including using reasonable best efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing as reasonably requested by Parent), obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company Group; and its Subsidiaries to the extent required in connection with the Debt Financing, 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; (iiv) if furnishing Parent, Merger Sub and the Financing Sources, as promptly as practicable, with (A) to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing of the type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Parent or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (B) the Required Financials; (vi) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, legal opinions, surveys and title insurance as reasonably requested by Parent, upon reasonable prior notice and at times and locations including in connection with any sale-and-leaseback agreements or arrangements to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, effected at or after the Closing; (iiivii) reasonably facilitating the pledging granting of collateralsecurity interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, provided that no such documents and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or agreements shall other retirement of existing indebtedness required to be effective repaid at the Closing and the release and termination of any and all related Liens on or prior to the Effective TimeClosing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing and release of all Liens in connection therewith; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of any Company Group Member; (ivix) providing customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) ensuring that the Debt Financing benefits from existing lending relationships of the Company and its Subsidiaries; (xii) taking all corporate and other organizational actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent or Merger Sub to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time, in each case of clause (A) and (B), including, facilitating the execution and delivery at the Closing of definitive documents reasonably related to the Debt Financing (such documents, the “Debt Documents”) on the terms contemplated by any debt commitment letters, in connection with the authorization of the Debt Financing and the Debt Documents and the execution and delivery of the Debt Documents in anticipation of the Closing; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent Parent, Merger Sub and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under Parent, Merger Sub or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into Law on October 26, 2001), and (b) a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230, 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; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives.

Cooperation with Debt Financing. Prior to During the Effective Time, and in all cases subject to the limitations set forth hereinInterim Period, the Company shall, and shall cause its Subsidiaries will use commercially reasonable efforts to, and shall will use its commercially reasonable efforts to cause each of its Subsidiaries and its and their respective Representatives to, do the following: (i) participate (and cause senior management and Representatives, with appropriate seniority and expertise, of the Company to participate) in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions (upon reasonable request) with rating agencies to the extent customary for the Debt Financing contemplated by the Debt Commitment Letter at times and locations (which may include telephonic or video calls) to be mutually agreed upon reasonable advance notice and during normal business hours; (ii) [Reserved]; (iii) provide all reasonable and customary cooperation as may be reasonably requested by assistance to Parent to assist Parent in and the arrangement and consummation of any debt financing obtained Financing Sources in connection with the transactions contemplated by this Agreement timely preparation of customary (the “Debt Financing”). Such cooperation shall include (iA) preparing rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one (1) or more periods following the Closing Date, in each case, based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including statements relating to (AI) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (BII) the determination of 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 (CIII) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, Company; (iv) taking all corporate actionsassisting Parent in connection with the preparation and, subject to the occurrence of the Effective Time, registration, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective on or after the Closing Date) of any pledge and security documents, mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent or the Financing Sources, obtaining insurance certificates and endorsements, and facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to the extent required in connection with the Debt Financing, 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; (v) furnishing Parent, Merger Sub and Financing Sources as promptly as reasonably practicable, with regard to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing for a financing type being incurred, financial and other pertinent and customary information (and supplementing such information to the extent any such information contains any material misstatement of fact or omits to state a material fact necessary to make such information not misleading) regarding the Company Group as may be reasonably requested by Xxxxxx, Merger Sub or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials; (vi) [Reserved]; (vii) reasonably facilitating the granting of security interests (and perfection thereof) in collateral or the reaffirmation of the pledge of collateral on or after the Closing Date, and obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness required to be repaid at the Closing and the release and termination of any and all related Liens on or prior to the Closing Date; (viii) delivering notices of prepayment within 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, giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness required to be repaid at the Closing and release of all Liens in connection therewith; and cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of any Company Group Member; (ix) providing customary authorization letters required for the syndication of the Debt Financing; (x) facilitating and assisting in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates (including a customary solvency certificate) and other definitive financing documents as may be reasonably requested by Parent (including furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and become effective no earlier than the Closing Date; (xi) [Reserved]; (xii) taking all corporate and other organizational actions, subject to the occurrence of the Closing, reasonably requested by Parent or Merger Sub to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation); and (ivB) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time, in each case of clauses (A) and (B), including, facilitating the execution and delivery at the Closing of definitive documents reasonably related to the Debt Financing (such documents, collectively, the “Debt Documents”) on the terms contemplated by the Debt Commitment Letter, in connection with the authorization of the Debt Financing and the Debt Documents and the execution and delivery of the Debt Documents in anticipation of the Closing; (xiii) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent Parent, Merger Sub and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under Xxxxxx, Merger Sub or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into Law on October 26, 2001), and a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230, in each case, at least five (5) Business Days prior to the Closing Date, to the extent requested in writing at least ten eight (10) 8) Business Days prior to the Closing Date; and (xiv) cooperating in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective representatives and is neither in conflict with Law nor any of the Company’s rights or obligations under this Agreement.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause will use its Subsidiaries reasonable best efforts to, and shall will cause each of its Subsidiaries to use its commercially their respective reasonable best efforts to and will use reasonable best efforts to cause its and their respective Representatives to, to use reasonable best efforts to do the following: (i) provide all Parent and Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub to assist Parent them in arranging and consummating the arrangement and consummation of any debt financing (if any) to be obtained by Parent or Merger Sub in connection with the transactions contemplated by this Agreement Merger (the “Debt Financing”). Such cooperation shall include ; (iii) preparing participate (and furnishing all financial cause senior management and other pertinent information that is available regarding Representatives, with appropriate seniority and expertise, of the Company to participate), at reasonable times and its Subsidiaries that is reasonably requested by Parent upon reasonable prior written notice, in a reasonable and that is limited number of meetings and presentations with actual or prospective lenders, due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise provide reasonable and customary cooperation with the marketing and due diligence efforts for any Debt Financing; (iii) assist Parent, Merger Sub and the Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Surviving Corporation for one or more periods following the Closing Date, in each case, based on financial information and data derived from the Company’s historical books and records; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of (x) pro forma financial statements and or (y) forecasts of financing statements, including in each case of clauses (x) and (y), relating to (Ai) the determination of the proposed aggregate amount of the Debt Financing and the Equity Financing, the interest rates thereunder or the fees and expenses relating thereto; (Bii) the determination of 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 (Ciii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or that are not directly related to the acquisition of the Company Group; by Parent; (iiiv) if assist Xxxxxx and Merger Sub in connection with the preparation, execution and delivery (but in the case of execution and delivery, solely to the extent any such execution and delivery would only be effective at or after the Effective Time) of any pledge and security documents (including consents, landlord waivers and estoppels, non- disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, surveys and title insurance as reasonably requested by Parent or Merger Sub), mortgages, currency or interest hedging arrangements and other definitive financing documents and certificates as may be reasonably requested by Parent, upon reasonable prior notice Merger Sub or the Financing Sources, obtaining insurance certificates and at times endorsements, and locations facilitating the delivery of all stock and other certificates representing equity interests in the Company and its Subsidiaries to be mutually agreedthe extent required in connection with the Debt Financing, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) otherwise reasonably facilitating the pledging of collateralcollateral and the granting of security interests (and perfection thereof) in respect of the Debt Financing (including the reaffirmation of the pledge of collateral on or after the Closing Date), provided that no it being understood that, in each case, such documents or agreements shall be effective prior to will not take effect until the Effective Time, and providing reasonable cooperation with Parent to obtain customary and reasonable corporate and facilities ratings; (ivv) taking furnish Parent, Merger Sub and the Financing Sources, as promptly as practicable, with the Required Financial Statements and, in each case solely to the extent customarily provided by companies of comparable size and comparable industry in transactions similar to the Debt Financing, financial and other pertinent and customary information regarding the Company Group as may be reasonably requested by Parent, Merger Sub or the Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials; (vi) provide customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information about the Company Group to prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company Group and based on financial information and data derived from the Company’s historical books and records contained in the disclosure and marketing materials related to the Debt Financing and which was, in each case, provided by the Company, is complete and correct in all material respects and that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries; provided, however, that all such materials have been previously identified to, and provided to, the Company with reasonable advance notice and that the Company has been given an opportunity to review and comment on such materials and exclude any information that the Company believes to constitute material non-public information); (vii) facilitate and assist in the preparation, execution and delivery of one or more credit agreements, guarantees, certificates and other definitive financing documents as may be reasonably requested by Parent or Merger Sub (including, furnishing all information relating to the Company and its Subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates); provided that the foregoing documentation shall be subject to the occurrence of the Closing Date and shall become effective no earlier than the Effective Time; (viii) take all corporate and other actions, subject to the occurrence of the Effective TimeClosing, reasonably requested by Parent or Merger Sub to permit the consummation of the Debt Financing and Financing; (ivix) promptly furnishing furnish (but in no event later than three (3) Business Days prior to the Closing Date) Parent Parent, Xxxxxx Sub and any lenders involved in such Debt the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; and (x) provide reasonable cooperation in satisfying the conditions precedent set forth in the definitive agreements relating to the Debt Financing to the extent satisfaction thereof requires the cooperation, or is within the control, of the Company, its Subsidiaries or their respective Representatives.

Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the (a) The Company shallshall use its reasonable best efforts to, and shall cause its Subsidiaries to, and shall its and their respective Representatives to use its commercially their reasonable best efforts to cause its Representatives to, provide all reasonable and customary such cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include Parent, including: (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of 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 Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agenciesprospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the actual and potential Debt Financing Sources Related Parties, on the other hand; (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (ivii) taking all corporate actions, subject to the occurrence of the Effective Time, actions reasonably requested by Parent to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation at the Effective Time; (iviii) promptly furnishing (but in no event later than three (3) furnishing, at least four Business Days prior to the Closing Date) Parent and any lenders involved in Closing, such Debt Financing with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAct and 31 C.F.R. §1010.230, in order to satisfy the conditions set forth in the Conditions Exhibit; (iv) executing and delivering any credit agreements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer of the Company in the form of Annex I to the Conditions Exhibit; and; (v) facilitating the obtaining of guarantees and pledging of collateral and other matters ancillary to the Debt Financing, as may be requested by Parent, including executing and delivering any customary guarantee, pledge and security documents or other definitive financing documents, surveys and title insurance or other customary certificates or documents as may be reasonably requested by Parent to facilitate any guarantee, obtaining and perfection of security interests in collateral from and after the Closing (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing) and delivery to Parent at the Closing of all certificates representing outstanding equity interests of the Company and each of its Subsidiaries. (b) As promptly as practicable, and in any event prior to the Closing Date, the Company shall furnish Parent and the Debt Financing Sources each item of Required Information. (c) Notwithstanding the foregoing, nothing in Section 6.13 shall require the Company or any of its Subsidiaries to: (i) take any action in respect of the Debt Financing to the extent requested that such action would cause any condition to Closing set forth in writing at least ten Article 7 to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement by the Company; (10ii) Business Days take any action in respect of the Debt Financing that would conflict with or violate the Company’s or any of its Subsidiaries’ organizational documents or any applicable Law; (iii) take any action to the extent such action would unreasonably interfere with the business or operations of the Company or its Subsidiaries; (iv) execute and deliver any letter, agreement, document or certificate in connection with the Debt Financing (except the Debt Commitment Letter and related fee letter and borrowing notices) or take any corporation action that is not contingent on, or that would be effective prior to, the occurrence of, the Closing; (v) pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing prior to the Closing Date (other than any such fee or liabilities contemplated by the Debt Commitment Letter and redacted fee letter); or (vi) provide any legal opinion or other opinion of counsel in connection with the Debt Financing prior to the Closing Date. (d) Parent shall, in the event the Closing does not occur, (x) promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.13 (it being understood that the reimbursement set forth in this paragraph shall not apply to any fees, costs and expenses incurred by, or on behalf of, the Company in connection with its ordinary course financial reporting requirements) and (y) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by any of them of any type in connection with the arrangement of any Debt Financing and any information used in connection therewith, except to the extent such losses, damages, claims, costs or expenses arise from the breach of this Agreement by the Company (which, for the avoidance of doubt, shall include the inaccuracy of any representation or warranty) or result from the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives (the obligations set forth in this paragraph collectively, the “Reimbursement Obligations”). (e) The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s and its Subsidiaries’ logos, names and trademarks in connection with the Debt Financing; provided that such logos, names and trademarks are used in a manner that is not intended to harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill. (f) All material non-public information provided by the Company or any of its Subsidiaries or any of their Representatives pursuant to this Section 6.13 or otherwise in connection with the Debt Financing shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to the financing sources and other potential sources of capital and prospective lenders during syndication (if any) of the Debt Financing or any replacement, amended, modified or alternative financing subject to the potential sources of capital and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities).

Cooperation with Debt Financing. (a) Prior to the Effective Time, and in all cases subject to each of the limitations set forth herein, the Company shall, and Acquired Companies shall cause use its Subsidiaries reasonable best efforts to, and shall use its commercially reasonable best efforts to cause its Representatives respective officers, employees and other representatives with appropriate seniority and expertise to, provide all reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent Xxxxxx and Merger Sub, at Parent’s sole cost and expense, in the arrangement and consummation of connection with any debt financing obtained arrangements of Parent or Merger Sub in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include , including its reasonable efforts to provide the following assistance: (i) preparing participating (and furnishing all financial causing senior management and other pertinent representatives, with appropriate seniority and expertise, of the Acquired Companies to participate) in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with the Debt Financing Sources and prospective lenders and otherwise reasonably cooperating with the marketing and due diligence efforts for any of the Debt Financing, (ii) providing reasonable assistance to Parent, Merger Sub and the Debt Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information that is available regarding the Company memoranda, confidential information memoranda, lender presentations and its Subsidiaries that is reasonably requested by Parent and that is similar documents required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Acquired Companies for one or more periods following the Closing Date, in each case based on financial information and data derived from the Acquired Company’s historical books and records, provided, however, that no member of the Company Group Acquired Companies will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) , or the determination of 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; (iii) furnishing Parent, Merger Sub and the Debt Financing Sources as promptly as practicable with financial and other pertinent information regarding the Acquired Companies that is reasonably available to the Company as may be reasonably requested by Parent or the Debt Financing Sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, (Civ) any financial providing customary authorization letters, confirmations and undertakings to the Debt Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the Debt Financing Sources that the information pertaining to the Acquired Companies contained in the disclosure and marketing materials related to Parent the Debt Financing (other than forecasts and similar prospective information) is complete and correct in all material respected and that the public side versions of such documents, if any, do not include material non-public information about the Company or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agenciessecurities, (iiiv) (A) assisting with the preparation and negotiation of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, and customary officer’s and other closing certificates (including a solvency certificate)) as may reasonably be requested, (B) facilitating the granting of a security interest in and pledging of collateral, provided it being understood that no such documents or will not take effect until the Closing Date, and (C) cooperating in satisfying the conditions precedent set forth in any definitive agreements shall be effective prior relating to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and to the extent the satisfaction thereof requires the cooperation or is in the control of the Acquired Companies, (ivvi) promptly furnishing (but in no event later than three (3) Business Days prior to Parent, Merger Sub and the Closing Date) Parent and any lenders involved in such Debt Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Parent as may be required under applicable any Debt Financing Source with respect to “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing each case, at least ten (10) three Business Days prior to the Closing Date that has been reasonably requested by Parent in writing, at least ten days prior to the Closing Date, and (vii) taking corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing. (b) Nothing in this Section 6.20 will require the Acquired Companies to (i) waive or amend any terms of this Agreement, pay any commitment fee or similar fee or agree to pay any other fees or reimburse any expenses or otherwise issue or provide any indemnities prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent; (ii) enter into, approve, modify or perform any definitive agreement or commitment or distribute any cash (except to the extent subject to concurrent reimbursement by Parent) that will be effective prior to the Closing Date; (iii) incur any liability or give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time; (iv) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Acquired Companies; (v) provide any information that is not reasonably available to the Company, (vi) prepare separate financial statements for any of the Acquired Companies to the extent not customarily prepared by the Acquired Companies and to the extent such preparation would be unduly burdensome or change any fiscal period; (vii) adopt any resolutions, execute any consents or otherwise take any corporate or similar action that will be effective prior to the Closing; or (viii) provide any legal opinion. In addition, no action, liability or obligation of the Acquired Companies or any of its Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing, in each case based on financial information and data derived from the Company’s historical books and records)) will be effective until the Effective Time, and the Acquired Companies will not be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (other than customary authorization letters) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Nothing in this Section 6.20 will require (1) any officer, employee or Representative of the Acquired Companies to deliver any certificate or opinion or take any other action under this Section 6.20 that would reasonably be expected to result in personal liability to such officer or Representative. (c) The Company hereby consents to the reasonable use of the Acquired Companies’ logos in connection with the Debt Financing, provided that such logos are used in a manner that is not intended to or reasonably likely to harm or disparage any of the Acquired Companies or the reputation or goodwill of any Acquired Company or are used in any other manner as approved by the Acquired Companies in their reasonable discretion. (d) Promptly upon request by the Company, Parent will reimburse the Company for any reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Acquired Companies in connection with the cooperation of the Acquired Companies contemplated by Section 6.20(a). Parent shall indemnify and hold harmless the Acquired Companies and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with any cooperation provided pursuant to this Section 6.20 or the provision of information utilized in connection therewith, except to the extent that any of the foregoing results from gross negligence, bad faith, willful misconduct or a material misstatement of the Company or its Affiliates. Parent’s obligations pursuant to the two preceding sentences are referred to collectively as the “Reimbursement Obligations”. Notwithstanding the foregoing, for the avoidance of doubt, the costs and expenses subject to the Reimbursement Obligations shall not include (x) costs and expenses incurred in connection with the preparation of financial statements that are or would be prepared in the ordinary course of business irrespective of this Agreement, (y) any ordinary course amounts payable to employees of the Company or its Affiliates with respect to services provided prior to the Closing Date and (z) any other ordinary course amounts that would have been incurred in connection with the transactions contemplated hereby regardless of any debt financing established in connection herewith and regardless of the covenants set forth in this Section 6.20(d).