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, 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 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 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 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 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 arrangement preparation of customary rating agency presentations, bank information memoranda, lender presentations and consummation similar documents, including the execution and delivery of any debt financing obtained 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 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 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 be required to provide any information or assistance with respect to have responsibility for the preparation of any pro forma financial statements and statements, 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 projections; and expenses relating thereto; (B) all such authorization letters and materials related thereto (1) shall include or otherwise expressly incorporate language that exculpates the determination 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 any post-Closing or pro forma cost savingsall such presentations, synergiesmemoranda and other materials and documents and information set forth therein, capitalizationand (2) shall have been previously identified to, ownership or other pro forma adjustments desired and provided to, the Company and the Company and its Representatives shall have been given reasonable opportunity to be incorporated into any information used 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; 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 Financing and reasonably requested by Parent, upon reasonable prior notice and including providing (if requested in writing, email being sufficient) original copies of certificated securities of the Company Group at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions or substantially simultaneously with rating agencies, (iii) reasonably facilitating the pledging of collateral, Closing; 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, ; (iv) taking all corporate actionsprovide reasonable assistance to Parent in the preparation and execution of one (1) or more credit agreements, subject guarantees, certificates (including solvency certificates) and other definitive financing documents, to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of extent required in connection with the Debt Financing and (iv) promptly furnishing (but in no event later than three (3) Business Days 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 Closing DateEffective Time; (v) provide reasonable assistance to Parent with respect to lien searches and any lenders involved information of the Company Group reasonably requested by the Parent to determine whether or not the Company and its Subsidiaries are in such 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 Parent as may be 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 extent Closing Date if requested by Parent in writing at least ten nine (109) Business Days prior to the Closing Date.. (b)

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 (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 Closing Dateuse 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.

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 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 Datefor which it has not received prior reimbursement or is not otherwise indemnified.

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.