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 use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, use its and their respective reasonable best efforts to provide 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 using reasonable best efforts to: (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 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; (ii) provide reasonable assistance to Parent in the preparation of customary rating agency presentations, bank information memoranda, lender presentations and similar documents, including the execution and delivery of customary authorization letters authorizing the distribution of information to prospective lenders with respect to the Company, its Subsidiaries and their securities (including with respect to the absence of material non-public information in the public side version of documents distributed to prospective lenders and a “10b-5” representation), in each case, solely as required in connection with the Debt Financing 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 (A) no member of the Company Group will have responsibility for the preparation of any pro forma financial 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 Group, 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; (iii) provide reasonable assistance to Parent in connection with the pledging and granting as collateral property of the Company Group, to the extent required in connection with the Debt Financing and reasonably requested by Parent, including providing (if requested in writing, email being sufficient) original copies of certificated securities of the Company Group at or substantially simultaneously with the Closing; provided that no security interest or other obligation under any document or agreement with respect thereto will take effect prior to the Effective Time; (iv) provide reasonable assistance to Parent in the preparation and execution of one (1) or more credit agreements, guarantees, certificates (including solvency certificates) and other definitive financing documents, to the extent required in connection with the Debt Financing and reasonably requested by Parent; provided that the 72 effectiveness of any such documentation executed by any member of the Company Group shall not occur prior to the Effective Time; (v) provide reasonable assistance to Parent with respect to lien searches and information of the Company Group reasonably requested by the Parent to determine whether or not the Company and its Subsidiaries are in compliance with the Investment Company Act, in each case, to the extent required in connection with the Debt Financing and reasonably requested by Parent; and (vi) furnish Parent with all documentation and other information about the Company Group as is reasonably requested in writing by Xxxxxx and required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, at least four (4) Business Days prior to the Closing Date if requested by Parent in writing at least nine (9) 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 (a) Truist shall use its reasonable best efforts to to, and shall cause each of the Company, its Subsidiaries and its and their respective Representatives to, to use its and their respective reasonable best efforts to provide Parentto, at Parent’s the sole cost and expenseexpense of the Buyer Entities, provide all cooperation in connection with such reasonable and customary cooperation the arrangement of the Debt Financing as may be reasonably requested by Parent to assist the Buyer Parties in arranging the Debt FinancingEntities, including using reasonable best efforts to: with respect to the following to the extent within Truist’s control (other than with respect to clauses (v), (vi)(x) and (vii) below, which shall not be subject to such reasonable best efforts qualifier): (i) cause members of management, with appropriate seniority and expertise, of the Company to participate participating in a reasonable number of meetings and presentations with actual or prospective lendersmeetings, due diligence sessions (including accounting due diligence sessions), drafting sessions, presentations, “road shows shows” and sessions with rating agencies (whichprospective financing sources, at the Company’s option, may be attended via teleconference or virtual meeting platforms)investors and ratings agencies, in each case, upon case on reasonable advance notice, at reasonable times including direct contact between appropriate members of senior management of the Company, on the one hand, and locations to be mutually agreed; the actual and potential Debt Financing Sources and ratings agencies, on the other hand; (ii) provide reasonable assistance to Parent in assisting with the preparation of customary materials for rating agency presentations, roadshow presentations, offering documents, bridge teasers, private placement memoranda, bank information memoranda, lender presentations memoranda (including a bank information memorandum that does not include material non-public information and similar documents, including the execution and delivery of customary authorization letters with respect to the bank information memoranda executed by a senior officer of the Company authorizing the distribution of information to prospective lenders with respect or investors and containing (A) a representation to the CompanyDebt Financing Sources that the public side versions of such documents, its Subsidiaries and their securities (including with respect to the absence of if any, do not include material non-public information in about the public side version of documents distributed to prospective lenders Company or its Subsidiaries or their securities and (B) a “10b-5” representationrepresentation by the Company consistent with the Debt Commitment Letter), in each case, solely as prospectuses and similar documents and customary marketing materials required in connection with the Debt Financing 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 (A) no member of the Company Group will have responsibility for the preparation of any pro forma financial 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 Group, 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; Financing; (iii) causing the applicable independent auditors to provide reasonable and customary assistance to Parent in connection with the pledging and granting as collateral property of the Company Group, to the extent required cooperation in connection with the Debt Financing and reasonably requested by Parent(including providing management representation letters in connection therewith), including, (A) rendering customary “comfort letters” under AU Section 634 (or other applicable standard) for a Rule 144A private placement of debt securities with respect to financial information contained in the offering materials relating to the Debt Financing, including providing customary representations to such auditors and using reasonable best efforts to cause the independent auditors to furnish, prior to the commencement of the Marketing Period, drafts of such comfort letters (if requested in writingwhich shall provide customary “negative assurance” and change period comfort) which such auditors are prepared to issue upon completion of customary procedures, email being sufficientand (B) original copies providing consents for use of certificated securities their reports on the consolidated financial statements of the Company Group at or substantially simultaneously with (including in any filings required to be made by the Closing; provided that no security interest or other obligation under any document or agreement with respect thereto will take effect prior Buyer Entities pursuant to the Effective Time; Securities Act or the Exchange Act, as amended, where such financial information is included); (iv) provide reasonable assistance to Parent assisting the Buyer Entities in the preparation and execution of one (1) obtaining any corporate or more credit agreements, guarantees, certificates (including solvency certificates) and other definitive financing documents, to the extent required facility ratings from any ratings agencies in connection with the Debt Financing and reasonably requested by Parent; provided that the 72 effectiveness of any such documentation executed by any member of the Company Group shall not occur Financing; (v) furnishing, at least four Business Days prior to the Effective Time; (v) provide reasonable assistance to Parent with respect to lien searches Closing, such documentation and information of the Company Group reasonably requested by the Parent to determine whether or not the Company and its Subsidiaries are in compliance with the Investment Company Act, in each case, to the extent required in connection with the Debt Financing and reasonably requested by Parent; and (vi) furnish Parent with all documentation and other information about the Company Group as is reasonably requested in writing by Xxxxxx and required under the Buyer Entities at least nine (9) Business Days prior to the Closing with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAct and 31 C.F.R. §1010.230; (vi) (w) assisting with the preparation and negotiation of any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates (including back-up certificates for legal opinions and a solvency certificate), resolutions, schedules, exhibits or documents as may be reasonably requested by the Buyer Entities, (x) executing and delivering any underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates (including back-up certificates for legal opinions and a solvency certificate) as may be reasonably requested by the Buyer Entities, (y) facilitating the obtaining of guarantees and pledging of collateral and other matters ancillary to the Debt Financing, as may be reasonably requested by the Buyer Entities and (z) taking all corporate, limited liability company, partnership or other similar actions reasonably requested by the Buyer Entities or any Debt Financing Source to permit the consummation of the Debt Financing; and (vii) providing (x) the Required Information to the Buyer Entities as promptly as practicable, (y) periodic updates to the Required Information provided to the Buyer Entities as may be necessary so that such Required Information (i) is Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Information” and (z) reasonable assistance to the Buyer Entities with its preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by the Buyer Entities or the Debt Financing Sources (provided that, for the avoidance of doubt, the Company and its Subsidiaries shall not be responsible for the preparation of any pro forma financial statements or pro forma adjustments thereto and, for the avoidance of doubt, shall not be obligated to provide any Excluded Information). In addition, if, in each caseconnection with any marketing materials, at least four offering documents or disclosure related to the Debt Financing, the Buyer Entities reasonably request Truist Financial Corporation to file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to the Company and its Subsidiaries or their respective securities, which information the Buyer Entities reasonably determine is necessary or desirable (4after consultation with Truist and the Company and if Truist and the Company does not reasonably object) Business Days to include in a customary offering memorandum or other customary marketing materials for the Debt Financing, then, upon Trxxxx’s and the Company’s review and reasonable satisfaction with such filing, Truist Financial Corporation shall file such Current Report on Form 8-K. The Truist Parties shall use reasonable best efforts to cause and give effect to the matters described in the immediately preceding sentence. (b) Notwithstanding the foregoing, nothing in this ‎Section 5.13 shall require Truist, the Company or any of its Subsidiaries to: (i) take any action in respect of the Debt Financing to the extent that such action would cause any condition to Closing set forth in Article 8 to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement by Truist or the Company; (ii) take any action in respect of the Debt Financing that would conflict with or violate the Company’s or any if its Subsidiary’s organizational documents (not entered in contemplation hereof) or any Applicable Law, or result in the contravention of, or violation or breach of, or default under, any Contract (not entered in contemplation hereof) to which any Buyer Entity, the Company or any of its Subsidiaries is a party; (iii) take any action to the extent such action would (A) unreasonably interfere with the business or operations of the Company or its Subsidiaries or (B) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; (iv) execute and deliver any letter, agreement, registration statement, document or certificate in connection with the Debt Financing (except the authorization letters and management representation letters contemplated hereby, any documentation and information contemplated in clause (a)(v) above, notices of prepayment or 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 if requested (except the authorization letters and management representation letters contemplated hereby); (vi) issue any bank information memoranda, lender presentations, offering memoranda, or similar documents including disclosure and financial statements (1) with respect to the Company Entities that reflects Truist or the Company Entities (other than, in the case of the Company Entities, after the Closing) as the obligor(s) or (2) in the name of Truist or the Company Entities (other than, in the case of the Company Entities, after the Closing); (vii) provide access to or disclose information where the Buyer Entities determine that such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege or contravene any Applicable Law or Contract not entered in contemplation hereof (but shall use reasonable best efforts to grant such access or provide such disclosure in a manner which would not jeopardize such privilege or contravene any such Applicable Law or Contract); (viii) subject any of Truist’s or the Company Entities’ respective directors, managers, officers or employees to any actual or potential personal liability unless such liabilities are subject to the indemnity provisions set forth in clause (c) below; or (ix) cause the directors and managers of the Company Entities to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained unless the Buyer Entities shall have determined that such directors and managers are to remain as directors and managers of the Company Entities on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing; provided that the foregoing shall not limit obligations with respect to the delivery of authorization letters and management representation letters as contemplated hereby. (c) The Buyer Entities shall promptly, upon request by Parent Truist or the Company, reimburse Truist or the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Truist, the Company or any of its Subsidiaries in connection with the cooperation of Truist, the Company and its Subsidiaries contemplated by this ‎Section 5.13 and shall indemnify and hold harmless Truist, the Company, its Subsidiaries and their respective Representatives and Affiliates 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 result from (i) financial information relating to the Company and its Subsidiaries provided expressly for use in connection with the Debt Financing and (ii) the gross negligence, fraud, bad faith or willful misconduct of Truist, the Company, any of its Subsidiaries or their respective Representatives or Affiliates, and the foregoing obligations shall survive termination of this Agreement. (d) The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used in a manner that is not intended to harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill. (e) All material non-public information provided by the Company or any of its Subsidiaries or any of their Representatives pursuant to this ‎Section 5.13 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Buyer Entities shall be permitted to disclose such information to the financing sources, other potential sources of capital, rating agencies and prospective lenders in connection with obtaining the Debt Financing or any direct or indirect equity financing, subject to the potential sources of capital, ratings agencies 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). (f) Notwithstanding anything to the contrary in this Agreement, for all purposes of this Agreement (including the condition set forth in ‎Section 8.02(b) as it applies to Truist’s and the Company’s obligations under this ‎Section 5.13), Trxxxx’s and the Company’s obligations under this ‎Section 5.13 shall be deemed satisfied unless (i) either Truist or the Company has materially breached its obligations under this ‎Section 5.13, (ii) the Buyer Entities have notified Truist of such material breach in writing at least nine with a reasonably sufficient amount of time to afford Truist and the Company with a reasonable opportunity to cure such material breach by the time contemplated in the following clause (9iii) Business Days and (iii) Truist or the Company has failed to cure such material breach with a reasonably sufficient amount of time prior to the Closing DateOutside Date for the Buyer Entities to consummate the Debt Financing.

Cooperation with Debt Financing. Prior to From and after the date hereof until the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall(x) with respect to clauses (i) - (iv) and (vi) - (xiv) below, will use its reasonable best efforts to, and shall will use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, and (y) with respect to clause (v), shall use its best efforts to, and their respective reasonable shall use its best efforts to provide Parentcause each of its Representatives to, at Parent’s sole cost in each case do the following: (i) providing Parent and expense, Merger Sub with such reasonable and customary cooperation as may be reasonably requested by Parent or Merger Sub to assist the Buyer Parties them in arranging the debt financing (if any) to be obtained by Parent, Merger Sub or their respective Affiliates in connection with the Merger (the “Debt Financing, including using reasonable best efforts to: ”); (iii) cause members of managementparticipating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company to participate participate) in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies agencies, and otherwise cooperating with the marketing and due diligence efforts for any of the Debt Financing; (which, at iii) assisting Parent and 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; (ii) provide reasonable assistance to Parent in Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents, including the execution and delivery of customary authorization letters authorizing the distribution of information to prospective lenders with respect to the Company, its Subsidiaries and their securities (including with respect to the absence of material non-public information in the public side version of documents distributed to prospective lenders and a “10b-5” representation), in each case, solely as required in connection with or proper for the Debt Financing and 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 (A) no member of the Company Group will have responsibility for be required to provide any information or assistance with respect to the preparation of any pro forma financial statements, statements and forecasts of financing statementsstatements relating to (i) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or projectionsthe fees and expenses relating thereto; and (Bii) all such authorization letters and materials related thereto (1) shall include the determination of any post-Closing or otherwise expressly incorporate language that exculpates the Company Grouppro forma cost savings, its Affiliates and its and their respective Representatives from synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any liability information used in connection with the unauthorized use Debt Financing; 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; (iii) provide reasonable assistance any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company; (iv) assisting Parent in connection with the pledging preparation, registration, execution and granting 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 collateral property 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; (v) 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 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, including providing in connection with any sale-and-leaseback agreements or arrangements to be effected at or after the Closing; (if requested vii) reasonably facilitating the granting of security interests (and perfection thereof) in writingcollateral or the reaffirmation of the pledge of collateral on or after the Closing Date, email being sufficientand 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 and encumbrances on or prior to the Closing Date; (viii) original copies delivering notices of certificated securities 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 and encumbrances 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 Group at or substantially simultaneously with the Closing; provided that no security interest or other obligation under any document or agreement with respect thereto will take effect prior of its Subsidiaries; (ix) providing customary authorization letters, confirmations and undertakings to the Effective Time; (iv) provide reasonable assistance Financing Sources authorizing the distribution of information to Parent prospective lenders or investors and containing a representation to the Financing Sources that the information pertaining to the Company and based on financial information and data derived from the Company’s historical books and records contained in the preparation 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 (1) or more credit agreements, guarantees, certificates (including solvency certificates) and other definitive financing documents, to the extent required in connection with the Debt Financing and documents as may be reasonably requested by Parent; provided that the 72 effectiveness of any such documentation executed by any member of the Company Group shall not occur prior Parent (including furnishing all information relating to the Effective Time; (v) provide reasonable assistance to Parent with respect to lien searches and information of the Company Group reasonably requested by the Parent to determine whether or not the Company and its Subsidiaries are and their respective businesses to be included in compliance 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 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 (B) 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 Investment Company ActEffective Time, in each casecase of clause (A) and (B), including, facilitating the execution and delivery at the Closing of definitive documents reasonably related to the extent required 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 reasonably requested by 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 Business Days prior to the Closing Date) Parent; , Merger Sub and (vi) furnish Parent the Financing Sources with all documentation and other information about the Company Group as is reasonably requested in writing by Xxxxxx and required under Parent, Merger Sub or the Financing Sources relating to applicable “know your customer” and anti-money laundering rules and regulations, including 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 four three (43) Business Days prior to the Closing Date if to the extent requested by Parent in writing at least nine (9) ten 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 use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, use its and their respective reasonable best efforts to provide 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 using reasonable best efforts to: : (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 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; ; (ii) provide reasonable assistance to Parent in the preparation of customary rating agency presentations, bank information memoranda, lender presentations and similar documents, including the execution and delivery of customary authorization letters authorizing the distribution of information to prospective lenders with respect to the Company, its Subsidiaries and their securities (including with respect to the absence of material non-public information in the public side version of documents distributed to prospective lenders and a “10b-5” representation), in each case, solely as required in connection with the Debt Financing 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 (A) no member of the Company Group will have responsibility for the preparation of any pro forma financial 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 Group, 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; ; (iii) provide reasonable assistance to Parent in connection with the pledging and granting as collateral property of the Company Group, to the extent required in connection with the Debt Financing and reasonably requested by Parent, including providing (if requested in writing, email being sufficient) original copies of certificated securities of the Company Group at or substantially simultaneously with the Closing; provided that no security interest or other obligation under any document or agreement with respect thereto will take effect prior to the Effective Time; ; (iv) provide reasonable assistance to Parent in the preparation and execution of one (1) or more credit agreements, guarantees, certificates (including solvency certificates) and other definitive financing documents, to the extent required in connection with the Debt Financing and reasonably requested by Parent; provided that the 72 effectiveness of any such documentation executed by any member of the Company Group shall not occur prior to the Effective Time; ; (v) provide reasonable assistance to Parent with respect to lien searches and information of the Company Group reasonably requested by the Parent to determine whether or not the Company and its Subsidiaries are in compliance with the Investment Company Act, in each case, to the extent required in connection with the Debt Financing and reasonably requested by Parent; and and (vi) furnish Parent with all documentation and other information about the Company Group as is reasonably requested in writing by Xxxxxx 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 four (4) Business Days prior to the Closing Date if requested by Parent in writing at least nine (9) 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 hereinClosing, the Company shallshall use reasonable best efforts, and shall cause each of their respective Affiliates to use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, use its and their respective reasonable best efforts to provide Parentefforts, at ParentBuyer’s sole cost and expense, to cooperate with such reasonable and customary cooperation Buyer as necessary in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by Parent to assist the Buyer Parties in arranging the Debt FinancingBuyer, including using its reasonable best efforts to: : (i) cause members of management, with appropriate seniority and expertise, of the Company to participate at reasonable times in a reasonable number of lender meetings and presentations with actual or prospective lenders, road shows 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; agency presentations; (ii) provide reasonable assistance to Parent furnish Buyer and the Debt Financing Sources with such financial and other pertinent information regarding the Company as shall exist and be reasonably requested by Buyer; (iii) assist Buyer and the Debt Financing Sources in the preparation of customary materials for rating agency presentations, bank information memoranda, lender presentations ; (iv) cooperate with any marketing efforts of Buyer and similar documents, including the execution and delivery Debt Financing Sources for any portion of customary authorization letters authorizing the distribution of information to prospective lenders with respect to the Company, its Subsidiaries and their securities Debt Financing as reasonably requested by Buyer; (including with respect to the absence of material non-public information v) assist in the public side version of preparation of, but not executing and delivering, guarantee and collateral documents distributed to prospective lenders and a “10b-5” representation), in each case, solely customary closing certificates as may be required in connection with the Debt Financing and customarily used to arrange transactions similar to facilitate the pledging of collateral for the Financing; (vi) obtain Payoff Letters and lien release documents; and (vii) furnish Buyer and the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that Sources at least three (A3) no member of the Company Group will have responsibility for the preparation of any pro forma financial 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 Group, 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; (iii) provide reasonable assistance to Parent in connection with the pledging and granting as collateral property of the Company Group, to the extent required in connection with the Debt Financing and reasonably requested by Parent, including providing (if requested in writing, email being sufficient) original copies of certificated securities of the Company Group at or substantially simultaneously with the Closing; provided that no security interest or other obligation under any document or agreement with respect thereto will take effect Business Days prior to the Effective Time; (iv) provide reasonable assistance to Parent in the preparation and execution of one (1) or more credit agreements, guarantees, certificates (including solvency certificates) and other definitive financing documents, to the extent required in connection with the Debt Financing and reasonably requested by Parent; provided that the 72 effectiveness of any such documentation executed by any member of the Company Group shall not occur prior to the Effective Time; (v) provide reasonable assistance to Parent with respect to lien searches and information of the Company Group reasonably requested by the Parent to determine whether or not the Company and its Subsidiaries are in compliance with the Investment Company Act, in each case, to the extent required in connection with the Debt Financing and reasonably requested by Parent; and (vi) furnish Parent Closing Date with all documentation and other information about required by Governmental Authorities with respect to the Company Group as is reasonably requested in writing by Xxxxxx and required Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; provided, in each case, at least four that (4A) Business Days neither the Company nor any of its Subsidiaries shall be required to incur any liability in connection with the Financing prior to the Effective Time, (B) the Board of Directors of the Company prior to Closing Date if requested by Parent in writing at least nine and the directors, managers and general partners 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, (9C) Business Days neither the Company nor any of its Subsidiaries shall be required to execute prior to the Closing DateEffective Time 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, (D) such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, and (E) except as expressly provided above, neither the Company nor any of its Subsidiaries shall be required to take any corporate actions prior to the Effective Time to permit the consummation of the Financing. Except for the representations and warranties of the Company set forth in this Agreement and the certificates and other documents contemplated hereby, neither the Company nor any of its Subsidiaries shall have any liability to Buyer or Merger Sub or Debt Financing Sources in respect of any financial statements, other financial information or data or other information provided pursuant to this Section 6.4. Notwithstanding anything to the contrary in this Agreement, (x) the condition set forth in Section 9.2(b), as it applies to the Company’s obligations under this Section 6.4, shall be deemed satisfied unless the Company has breached in a material respect its obligations under this Section 6.4 and such material breach has directly resulted in a condition precedent to the initial availability of the Debt Financing not being satisfied and (y) nothing contained in this Agreement shall limit the recourse of any person in the case of Fraud. The Company hereby consents to the use of the Company’s logos in connection with the Financing in a form and manner mutually agreed with the Company; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries.