Common use of Cooperation with Financing Clause in Contracts

Cooperation with Financing. (a) Prior to the Closing, the Company shall use commercially reasonable efforts to cooperate with Parent in connection with Parent’s arrangement of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and provided that (i) the Company shall not be required to incur any liability in connection with the Financing or Alternative Financing prior to the Closing, (ii) the pre-Closing Board of Directors of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperation.

Cooperation with Financing. (a) Prior to the Closing, the Company Selling Entities shall use commercially reasonable efforts to cooperate with Parent in connection with Parent’s arrangement of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be provide to Buyer all cooperation that is reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and provided that (i) the Company shall not be required to incur any liability Buyer in connection with the Debt Financing, including: (i) assisting with the preparation and delivery of the Marketing Material; (ii) facilitating the pledging of collateral on the Assets, provided that no pledge shall be effective until the Closing; (iii) delivery to Buyer and its Debt Financing Sources of Required Information that is Compliant and the Financing Deliverables, in each case, as promptly as reasonably practicable following Buyer’s request therefor; (iv) assistance to Buyer in the negotiation of definitive financing documents, including guarantee and collateral documents, and customary closing certificates as may be required by the Debt Financing Sources, including the Financing Deliverables; (v) taking such actions as are reasonably requested by Buyer to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing that are within the Seller’s control; and (vi) providing, no later than three (3) Business Days prior to the Closing Date, all documentation and other information about the Selling Entities required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that in each case has been requested in writing by Buyer at least ten (10) Business Days prior to the Closing Date; provided, however, that nothing in this Agreement shall require such cooperation to the extent it would interfere unreasonably with the business or Alternative Financing operations of the Selling Entities; and provided, further, that notwithstanding anything in this Agreement to the contrary, the Selling Entities shall not (A) be required to pay any fees (including commitment or other similar fees) or to give any indemnities or incur any liabilities prior to the Closing, (iiB) have any liability or obligation under any loan agreement, debt security or any related document or any other agreement or document related to the pre-Closing Board of Directors Debt Financing (other than any such liabilities or obligations with respect to the Assets that become effective as of the Company shall not Closing), (C) be required to adopt resolutions approving provide access to or disclose information where such access or disclosure would jeopardize the agreementsattorney-client privilege or contravene any Applicable Law, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iiiD) the Company shall not be required to execute prior to the Closing any definitive financing documentsdocument, including any credit certificate or other agreements, pledge or security documentsinstrument, or other certificatesmake any representation or warranty, legal opinions or documents in connection with the Financing or Alternative Debt Financing, (iv) the Company shall except for customary authorization letters and any such contractual obligation, document, certificate or instrument that is conditioned upon, and not be required to take any corporate actions prior to the Closing to permit effective until, the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationClosing.

Cooperation with Financing. (a) Prior to the Closing, the Company Parent shall use commercially its reasonable best efforts to cooperate with Parent in connection with Parent’s arrangement of the debt financing contemplated by arrange the Financing or Alternative Financing (as defined below) as may be reasonably requested by Parenton the terms and conditions described in the Commitment Letters, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and provided that including using reasonable best efforts to (i) the Company shall not be required to incur any liability in connection negotiate definitive agreements with the Financing or Alternative Financing prior to the Closing, respect thereto on terms and conditions contained therein and (ii) the pre-Closing Board of Directors of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute prior satisfy all conditions applicable to the Closing Buyer Parties in such definitive agreements that are within their control. In the event 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation portion of the Financing or becomes unavailable on the Alternative Financing, terms and (v) the Company shall not be required to prepare audited financial statements (other than those prepared conditions contemplated in the Ordinary Course Commitment Letters, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of BusinessParent) or change any fiscal period as promptly as practicable following the occurrence of any Acquired Companysuch event. Parent shall indemnify, defend and hold harmless give the pre-Closing directors and officers Company prompt written notice of any material breach by any party of the Company from and against Commitment Letters or any liability or obligation to providers termination of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8Commitment Letters. Parent shall promptly upon keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s request reimburse prior written consent (not to be unreasonably withheld or delayed). For the Company for avoidance of doubt, if the Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 8.01 and 8.02 of this Agreement and to Parent’s rights under Section 9.01, regardless of whether the Buyer Parties have complied with all out-of-pocket costs and expenses of their other obligations under this Agreement (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationtheir obligations under this Section 7.10).

Cooperation with Financing. (a) Prior to the Closing, the Company Parent shall use commercially its reasonable best efforts to cooperate with Parent arrange the Debt Financing on the terms and conditions described in connection with Parent’s arrangement of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be reasonably requested by ParentDebt Commitment Letter, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and provided that including using reasonable best efforts to (i) the Company shall not be required to incur any liability in connection negotiate definitive agreements with the Financing or Alternative Financing prior to the Closing, respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the pre-Closing Board of Directors Buyer Parties in such definitive agreements that are within their control. In the event any portion of the Company shall not be required to adopt resolutions approving Debt Financing becomes unavailable on the agreements, documents terms and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared conditions contemplated in the Ordinary Course Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of BusinessParent) or change any fiscal period as promptly as practicable following the occurrence of any Acquired Companysuch event. Parent shall indemnify, defend and hold harmless give the pre-Closing directors and officers Company prompt notice of any material breach by any party of the Company from and against Debt Commitment Letter or any liability or obligation to providers termination of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8Debt Commitment Letter. Parent shall promptly upon keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s request reimburse prior written consent (not to be unreasonably withheld or delayed). For the Company for avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 8.01 and 8.02 of this Agreement and to Parent’s rights under Section 9.01, regardless of whether the Buyer Parties have complied with all out-of-pocket costs and expenses of their other obligations under this Agreement (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationtheir obligations under this Section 7.10).

Cooperation with Financing. (a) Prior to the Closing, the Company shall use commercially and shall cause its Subsidiaries to use their respective reasonable best efforts to cooperate with Parent provide to the Purchaser, in each case at the Purchaser’s sole cost and expense, cooperation reasonably requested in connection with Parent’s arrangement the Debt Financing, including as follows: (i) promptly providing the Lenders and their respective agents with (A) all financial statements, pro forma financial statements and other information regarding the Company and its Subsidiaries required to be delivered pursuant to paragraphs 5, 6 and 10 of Exhibit D to of the debt financing contemplated by Debt Commitment Letters or is otherwise necessary to satisfy the conditions in connection with the Debt Financing and (B) customary letters to the Lenders authorizing the distribution of information to prospective lenders which may include customary representations to the Lenders that such information does not contain a material misstatement or Alternative Financing omission and does not contain material non-public information with respect to the Company, its Affiliates or any of its or their respective securities for purposes of any applicable securities Laws (as defined below) as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with letters shall exculpate the ongoing operations Company and its Subsidiaries from any liability related to the use or misuse of such information by such prospective lenders) (collectively, the “Required Information”), (ii) causing the senior officers of the Company and its Subsidiaries to participate in a reasonable number of meetings, presentations, due diligence sessions (or other sessions with prospective lenders, investors and rating agencies), drafting sessions, sessions with rating agencies or other syndication activities, (iii) (A) reasonably assisting with the preparation of any pledge and security documents, any loan agreement, currency or interest hedging agreement, legal opinions, officers certificates and other definitive financing and closing documents as may be necessary and customary in connection with a financing substantially similar to the Debt Financing, provided that (i) no obligation of the Company or any of its Subsidiaries under any such document or agreement shall be effective until the Closing, and (B) to the extent reasonably requested at least ten (10) Business Days prior to the Closing Date, providing the documentation and other 51 information concerning the Company and its Subsidiaries required by bank regulatory authorities under applicable “know‑your‑customer” and anti‑money laundering rules and regulations, including the Patriot Act (in each case, to the extent necessary to satisfy the condition in paragraph 7 of Exhibit D to the Debt Commitment Letters), (iv) reasonably cooperating with the Lenders and their respective agents’ due diligence, to the extent not unreasonably interfering with the business of the Company, provided, however, that, notwithstanding anything in this Agreement to the contrary, the Company, its Subsidiaries and their respective Affiliates and representatives shall not (v) be required to execute and deliver or enter into any certificate, instrument, agreement or other document in connection with the Debt Financing, including any solvency certificate, that would be effective prior to the Closing Date, (w) be required to cooperate or assist to the extent that a director, officer or employee of the Company or any of its Affiliates or representatives is reasonably likely to incur, by providing such cooperation or assistance, any personal financial liability that will not be repaid or reimbursed in full by the Purchaser, (x) be required to pay any commitment or other similar fee or incur any liability in connection with the Financing or Alternative Debt Financing prior to the Closing, (iiy) have any liability (contingent or otherwise) under any loan agreement or any related document or any other agreement or document related to the pre-Debt Financing which is not contingent on the Closing Board (other than the authorization letters described above) or (z) be required to waive or amend any terms of Directors the Agreement. (b) Purchaser shall immediately, upon request by the Company, reimburse the Company for all costs and expenses (including attorneys’ fees) incurred by any of the Company, its Subsidiaries, the Stockholders and their respective Affiliates and representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 7.09 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates and representatives from and against any and all losses, damages, costs and expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith to the fullest extent permitted by applicable Law, except in the event any such losses, damages, costs or expenses arose out of or result from the fraud or intentional misrepresentation of the Company, its Subsidiaries or their respective Affiliates and representatives. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner permitted by the Confidentiality Agreement and that is not intended to 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. Notwithstanding the foregoing or anything herein to the contrary, the obligations of the Company set forth in this Section 7.09 are the sole obligations of the Stockholders, the Company and their Affiliates and representatives with respect to the Debt Financing. Notwithstanding anything in this Section 7.09 to the contrary, prior to the Closing, the Company, its Subsidiaries and their 52 Affiliates and representatives shall not be required to adopt resolutions approving deliver or cause the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtaineddelivery of (A) any legal opinions, (iiiB) any accountants’ comfort letters or reliance letters, (C) any solvency certificates or opinions (except as expressly contemplated in clause (c) of Section 7.09(a)) or (D) any approvals by the Company shall not be required to execute prior to the Closing any definitive financing documentsCompany’s or its Subsidiaries’ board of directors, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in each case in connection with the Financing or Alternative Financing, (iv) Purchaser’s arrangement of any debt financing. All information provided by the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided representatives pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent 7.09 shall promptly upon be kept confidential in accordance with the Company’s request reimburse Confidentiality Agreement, except that the Company for all out-of-pocket costs Purchaser shall be permitted to disclose such information to the Lenders, other potential lenders and expenses (including fees and disbursements rating agencies in accordance with the terms of counsel) incurred the Debt Commitment Letters, subject to customary confidentiality undertakings by the Company Lenders, other lenders and rating agencies and potential lenders similar to those in connection with such cooperation.the Confidentiality Agreement. 7.10

Cooperation with Financing. (a) Prior to the Closing, Each of the Company and the Partnership shall, and shall use commercially reasonable efforts to cause their respective Subsidiaries, directors, officers, employees, accountants and agents to, cooperate with Parent in connection with Parent’s arrangement of any debt or equity financing undertaken in connection with the debt financing transactions contemplated by hereby (the Financing or Alternative Financing (as defined below“Financing”) as may be and use their commercially reasonable efforts to take all actions reasonably requested by ParentParent in connection therewith, provided including (a) providing such financial and other information as Parent may reasonably request, subject to applicable Laws, for inclusion in any offering memorandum or other document relating to the Financing (each, a “Parent Financing Document”) and (b) making appropriate personnel available (upon reasonable advance notice to permit scheduling) to discuss matters relating to the Company, the Partnership and their respective Subsidiaries that such requested cooperation does not unreasonably interfere with Parent proposes to include in any Parent Financing Document and to attend and make presentations to prospective investors or lenders regarding the ongoing operations business of the Company and provided that (i) the Partnership. If at any time prior to the Effective Time, the Company shall learn that any information pertaining to the Company, the Partnership or any of their respective Subsidiaries contained (or incorporated by reference) in, or omitted from, a Parent Financing Document, copies of which shall previously have been provided to Parent, makes any of the statements therein false or misleading, the Company shall promptly inform Parent thereof and use its commercially reasonable efforts to promptly provide Parent with all information necessary to correct any such false or misleading statement and make the statements contained in Parent Financing Documents not false or misleading. Notwithstanding the foregoing, none of the Company, the Partnership or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing or Alternative Financing prior to the ClosingEffective Time. If this Agreement is terminated, (ii) the pre-Closing Board of Directors of Parent shall, promptly upon request by the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative FinancingPartnership, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all reasonable out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company Company, the Partnership or any Subsidiary in connection with such cooperation. Parent, REIT Merger Sub, OP Holdco and OP Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Partnership and any Subsidiary and their respective directors, officers, employees, accountants and agents for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical information relating to the Company, the Partnership or any Subsidiary).

Cooperation with Financing. (a) Prior Subject in all respects to Section 5.9(b) below, in order to assist with obtaining any third party debt and equity financing (the Closing“Financing”), at Buyer’s sole cost and expense, prior to Closing Seller and the Company shall use commercially reasonable efforts to cooperate provide such assistance and cooperation as Buyer may reasonably request, all subject to and in accordance with Parent in connection with Parent’s arrangement the terms of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be reasonably requested by Parentthis Section; provided, provided however, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or of Seller and provided its Subsidiaries considered as a whole (collectively, the “Seller Cooperation”). To the extent Buyer has so requested, and Seller is providing, assistance and cooperation with respect to a Financing, if Buyer becomes aware of any event or circumstance that makes procurement of the Financing impossible or unlikely to occur, Buyer shall notify Seller thereof as promptly as practicable. Seller shall cause the Company to provide, and shall use commercially reasonable efforts to cause Seller’s representatives, including legal and accounting, to provide the Seller Cooperation, including (i) assisting in preparing any information memorandum or similar document or marketing material, and, cooperating with one or more arrangers and agents for the Financing, (ii) making senior management of the Company reasonably available for customary syndication presentations and calls, lender or proposed financing source meetings and rating agencies presentations and (iii) cooperating with prospective lenders, equity investors and their respective advisors in performing their due diligence; provided, however, that, except as expressly provided in this Section 5.9, (x) no obligation of Seller or any of its Subsidiaries under this Section 5.9(a) shall not be effective after the Closing Date and (y) none of Seller, the Company or any of Seller’s Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing or Alternative Financing prior Financing. In addition, at Buyer’s sole cost and expense, Seller shall use commercially reasonable efforts to cause the preparation and delivery to Buyer as soon as reasonably practicable of audited financial statements for the Company and such other financial data of the type required by Regulations S-X and S-K under the Securities Act of 1933, as amended, for calendar years 2005, 2006 and 2007 and the first quarter of 2008. In the event that the Closing occurs and all of the financial statements and other financial data referred to in the immediately preceding sentence have not been prepared and delivered to Buyer pursuant to this Section 5.9(a), Seller will continue to provide the Seller Cooperation and cause such financial statements and other financial data to be prepared and delivered to Buyer as soon as practicable after the Closing, (ii) the pre-Closing Board of Directors of the Company shall not be required subject to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 accordance with the Financing or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation terms of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company5.9 at Buyer’s request reimburse the Company for all out-of-pocket costs sole cost and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationexpense.

Cooperation with Financing. (a) Prior Parent, Purchaser and Mr. Xxxxxx xxxll use commercially reasonable best efforts to obtain the ClosingDebt Financing. The Company agrees to provide, the Company shall and will use commercially reasonable efforts to cooperate with Parent in connection with Parent’s arrangement of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be cause its subsidiaries, its officers and employees, representatives and advisors, including legal and accounting, to provide all necessary cooperation reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere Purchaser and Mr. Xxxxxx xx connection with the ongoing operations Debt Financing, including, without limitation, using commercially reasonable best efforts to cause (a) appropriate officers and employees to be available on a customary basis for "road show" appearances and the preparation of the Company disclosure documents in connection therewith and provided that (ib) the Company shall not be its independent accountants and counsel to provide assistance to Parent, Purchaser and Mr. Xxxxxx xx reasonably required to incur any liability in connection with the Financing or Alternative Financing prior to Debt Financing; provided, however, that the Closing, (ii) the pre-Closing Board of Directors obligation of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 use its commercially reasonable best efforts in connection with the Financing foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or Alternative approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses. Parent and Purchaser shall keep the Company informed of the status of their arrangements for the Debt Financing, (iv) including providing written notification to the Company shall not be required as promptly as possible (but in any event within forty-eight (48) hours) with respect to take (i) any corporate actions prior indication that DLJ has withdrawn or will withdraw or adversely modify the DLJ Letter, or that DLJ has indicated that there has occurred a material adverse disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause DLJ to withdraw the DLJ Letter, and (ii) any other material adverse developments relating to the Closing financing contemplated by the Debt Financing. Parent shall provide written notice to permit the Company within twenty-four (24) hours if DLJ has indicated to Parent or Purchaser that it will be unable to arrange or secure the financing contemplated by the DLJ Letter. In the event Parent and Purchaser are unable to arrange any portion of such financing in the manner or from the sources contemplated by the DLJ Letter, Parent and Purchaser shall use commercially reasonable best efforts (but without any requirement to expend additional funds or modify in a manner adverse to Parent, Purchaser or Mr. Xxxxxx xxx of the terms of the Offer, the Merger or the other transactions contemplated hereby) to arrange any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and Purchaser were unable to arrange. Nothing in this Section shall require the Company to enter into any credit agreement, indenture, guarantee or similar agreement related to the Debt Financing (other than by operation of law upon consummation of the Financing or Merger) without the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers consent of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationSpecial Committee.

Cooperation with Financing. (a) Prior Each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Debt Financing at Closing (giving effect to the Closingtiming of the Marketing Period) on the terms and conditions described in the Debt Financing Commitments; provided, that Parent and Merger Sub may (x) amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement and, in connection therewith, amend the economic and other arrangements with respect to existing and additional lenders, lead arrangers, bookrunners, syndication agents or similar entities, (y) amend the Debt Financing Commitments to implement any flex provisions applicable thereto or (z) otherwise replace or amend, or agree to any waivers in respect of, the Company shall use commercially reasonable efforts Debt Financing Commitments, so long as, in each case, (A) such action would not reasonably be expected to cooperate with materially delay or prevent the Closing or impair the availability of the Debt Financing Commitments or reduce the aggregate amount of cash proceeds available to consummate the transactions contemplated by this Agreement and to pay all amounts payable by Parent in connection with Parent’s arrangement this Agreement on the Closing Date, (B) the terms thereof are not less beneficial to Parent and Merger Sub, with respect to conditionality or enforcement, or less beneficial to the Company, than those in the Debt Financing Commitments as in effect on the date of this Agreement and (C) such action does not in any way alter the pricing or other economic terms of the debt financing contemplated by Debt Financing Commitments as in effect on the Financing or Alternative Financing (as defined below) as may be reasonably requested by Parentdate hereof, provided that such requested cooperation does not unreasonably interfere with the ongoing operations other than pursuant to any reallocation of the Company and provided that economics as a result of the addition of any lenders, agents or titles described in clause (ix) the Company shall not be required of this paragraph or to incur implement any liability in connection with the Financing or Alternative Financing prior flex provisions applicable to the Closing, (ii) the pre-Closing Board of Directors of the Company Debt Financing Commitments. Such reasonable best efforts shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperation.include using reasonable best efforts to:

Cooperation with Financing. (a) Prior Parent, Purchaser and Mr. Xxxxxx xxxll use commercially reasonable best efforts to obtain the ClosingDebt Financing. The Company agrees to provide, the Company shall and will use commercially reasonable efforts to cooperate cause its subsidiaries, its officers and employees, representatives and advisors, including legal and accounting, to provide all necessary cooperation reasonably requested by Parexx, Xxrchaser and Mr. Xxxxxx xx connection with Parent the Debt Financing, including, without limitation, using commercially reasonable best efforts to cause (a) appropriate officers and employees to be available on a customary basis for "road show" appearances and the preparation of disclosure documents in connection therewith and (b) its independent accountants and counsel to provide assistance to Parent, Purchaser and Mr. Xxxxxx xx reasonably required in connection with Parent’s arrangement the Debt Financing; provided, however, that the obligation of the debt Company to use its commercially reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses. Parent and Purchaser shall keep the Company informed of the status of their arrangements for the Debt Financing, including providing written notification to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (i) any indication that DLJ has withdrawn or will withdraw or adversely modify the DLJ Letter, or that DLJ has indicated that there has occurred a material adverse disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause DLJ to withdraw the DLJ Letter, and (ii) any other material adverse developments relating to the financing contemplated by the Financing Debt Financing. Parent shall provide written notice to the Company within twenty-four (24) hours if DLJ has indicated to Parent or Alternative Purchaser that it will be unable to arrange or secure the financing contemplated by the DLJ Letter. In the event Parent and Purchaser are unable to arrange any portion of such financing in the manner or from the sources contemplated by the DLJ Letter, Parent and Purchaser shall use commercially reasonable best efforts (but without any requirement to expend additional funds or modify in a manner adverse to Parent, Purchaser or Mr. Xxxxxx xxx of the terms of the Offer, the Merger or the other transactions contemplated hereby) to arrange any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and Purchaser were unable to arrange. Nothing in this Section shall require the Company to enter into any credit agreement, indenture, guarantee or similar agreement related to the Debt Financing (as defined below) as may be reasonably requested other than by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations operation of the Company and provided that (i) the Company shall not be required to incur any liability in connection with the Financing or Alternative Financing prior to the Closing, (ii) the pre-Closing Board of Directors of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the law upon consummation of the Financing or Merger) without the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers consent of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationSpecial Committee.

Cooperation with Financing. (a) Prior Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and obtain the Financing on or prior to the ClosingClosing Date on the terms and conditions described in the Debt Commitment Letter, the Company shall use commercially including using reasonable best efforts to cooperate with Parent in connection with Parent’s arrangement of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and provided that (i) maintain in effect the Company shall not be required Debt Commitment Letter and satisfy on a timely basis all conditions applicable to incur any liability Buyer and within its control in connection with obtaining the Financing or Alternative Financing prior to the ClosingFinancing, (ii) negotiate, enter into and deliver the pre-Closing Board of Directors of definitive agreements with respect to the Company shall not be required Financing reflecting the terms and subject only to adopt resolutions approving the conditions precedent set forth in the Debt Commitment Letter (or on terms or conditions more favorable to Buyer) (any such agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained“Definitive Debt Agreements”), (iii) comply in all material respects with its covenants and other obligations in the Company shall not be required to execute prior to Debt Commitment Letter or the Closing any definitive financing documentsDefinitive Debt Agreements, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing or Alternative Financingas applicable, (iv) upon satisfaction of all of the Company shall not conditions precedent under Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be required to take any corporate actions prior satisfied at the Closing, but subject to the Closing to permit satisfaction or waiver of those conditions), consummate or cause the consummation of the Financing at or prior to the Closing as set forth in Section 2.3(a), (v) satisfy or obtain a waiver of on a timely basis all conditions that are applicable to (and within the control of) Buyer in the Debt Commitment Letter and the Definitive Debt Agreements and (vi) enforce its rights under the Debt Commitment Letter and the Definitive Debt Agreements. Buyer shall not, without the prior written consent of Sellers (not to be unreasonably withheld or delayed), agree to or permit any amendment, supplement or modification to be made to, or grant any waiver of any material provision or right under, the Debt Commitment Letter or the Definitive Debt Agreements if such amendment, supplement, modification or waiver would reasonably be expected to reduce (or have the effect of reducing) the aggregate amount of the Financing such that the Purchaser would not have sufficient funds to pay the Purchase Price on the Closing Date, or otherwise amend, supplement or modify any other provision (including the conditions precedent) of the Debt Commitment Letter in a manner that would reasonably be expected to delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date. Notwithstanding the foregoing, Buyer may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement so long as such amendment is in accordance with the Debt Commitment Letter as of the date hereof. Buyer shall promptly deliver to Sellers copies of any amendment, replacement, supplement, modification or waiver to or under the Debt Commitment Letter or the Definitive Debt Agreements entered into in accordance with this Section 5.22. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter or the Definitive Debt Agreements, Buyer shall promptly notify Sellers and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from the same and/or alternative sources on terms and conditions not less favorable to Buyer than those contained in the Debt Commitment Letter in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event but no later than the date on which the Closing would otherwise occur under Section 2.3(a) (the “Alternative Financing”). Buyer shall deliver to Sellers true and complete copies (including drafts) of all contracts or other arrangements pursuant to which any such same or alternative source shall have committed to provide any portion of the Financing (except in the case of customary fee letters where fee amounts and other economic terms, none of which could adversely affect the conditionality, enforceability or amount or availability of any such alternative financing, may be redacted). Buyer shall keep Sellers informed on a reasonably current basis and in reasonable detail of the status of its efforts to obtain the Financing and provide to Sellers drafts of the Definitive Debt Documents no later than two (2) Business Days prior to the Closing Date. Buyer shall give Sellers prompt written notice (and, in any event, within three (3) Business Days) (i) of any termination of the Debt Commitment Letter or any Definitive Debt Agreement, (ii) of any material breach or default, or termination or repudiation of any provisions of the Debt Commitment Letter or Definitive Debt Agreements, in each case, by any party thereto, of which Buyer becomes aware, and (viii) of the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period receipt of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company written notice or other written communication from and against any liability or obligation to providers of the Financing Sources with respect to any actual breach, default, termination or Alternative Financing repudiation of any provisions of the Debt Commitment Letter or any Definitive Debt Agreement, in connection with each case, by any party thereto, in the case of a breach or default solely to the extent that such breach or default could reasonably be expected to impair the availability of the Financing or Alternative Financing and on the Closing Date. As soon as reasonably practicable, but in any event within four (4) Business Days of the date Sellers deliver to Buyer a written reasonable request, Buyer shall provide any information provided reasonably requested by Sellers relating to any circumstance referred to in connection therewith. Neither the Company nor Seller shall have immediately preceding sentence; provided, however, that in no event will Buyer be under any liability obligation to Parent disclose any information that is subject to a binding confidentiality obligation or any applicable legal privileges (including the attorney-client privilege). For purposes of its Affiliates in respect of any financial statementsthis Agreement, other financial information references to the “Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended, modified or data or other information provided pursuant 40 Agreement and Plan of Merger to replaced by this Section 6.8. Parent 5.22(a) and references to the “Debt Commitment Letter” shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred include such documents as permitted to be amended, modified or replaced by the Company in connection with such cooperationthis Section 5.22(a).

Cooperation with Financing. (a) Prior to the Closing, Seller shall, and shall cause the Company shall Target Companies and direct their respective members, officers, directors, managers, employees and agents of any of the foregoing to, use commercially reasonable efforts to cooperate with Parent Buyer in connection with Parent’s arrangement of the debt financing contemplated by the Debt Financing or Alternative Financing (as defined below) as may be reasonably requested by ParentXxxxx, provided that such requested cooperation does not unreasonably and materially interfere with the ongoing operations of the Company and provided that Target Companies. Such cooperation shall include, as reasonably requested by Buyer or Lender, using commercially reasonable efforts to (i) make the Company shall not appropriate senior management of the Target Companies available for participation (including preparation for), which may be required virtual, in a reasonable number of meetings, conference calls, drafting sessions and due diligence sessions and similar presentations that are customary for financings of a type similar to incur any liability the Debt Financing at reasonable times and upon reasonable prior written notice, (ii) (A) advise, execute and deliver as needed in connection with the Financing or Alternative Financing prior to the Closing, (ii) the pre-Closing Board of Directors preparation of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute prior to the Closing any definitive financing documents, including any credit or other agreements, pledge or security documentsdocuments or any other agreements, documents instruments or other certificates, legal opinions or documents required in connection with the Debt Financing or the Alternative FinancingFinancing (collectively, the “Debt Financing Documents”), in each case, so long as such Debt Financing Documents are not effective prior to the Closing (other than customary authorization letters), (ivB) assistance with customary field exams and collateral evaluations, audits and/or appraisals to be conducted in connection with the Company Debt Financing; assistance with the preparation of a customary borrowing base certificate, including relating to the borrowing base contemplated by the Debt Commitment Letter; delivery of applicable supporting information and documentation in connection with such exams, appraisals and the preparation of the borrowing base certificate; and assistance with, and provision of necessary access and cooperation with respect to such exams, appraisals and borrowing base certificate, in each case, to the extent necessary or advisable to obtain any portion of the Debt Financing consisting of an asset-based credit facility; provided, that any obligations contained in such documents or certificates shall be effective no earlier than as of the Closing (other than with respect to borrowing base certificates which may relate to an earlier period but shall not be required to be executed earlier than the Closing); and (C) delivery of Debt Financing Deliverables, (iii) facilitate the pledge of assets of the Target Companies constituting collateral on the Closing Date and perfection of liens in respect thereof, in each case, in connection with the Debt Financing or the Alternative Financing; provided, that no such documents shall be effective (or required to be delivered) until the Closing, (iv) cause the chief financial officer (or any equivalent officer) of the Company (or such other applicable Target Company) to execute and deliver a solvency certificate in the form attached to the Debt Commitment Letter, so long as such solvency certificate is not effective prior to Closing, (v) take any corporate actions prior to the Closing reasonably required to permit the consummation of the Debt Financing or the Alternative Financing, so long as such actions are not effective prior to the Closing, and (vvi) cause the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the prepost-Closing board of directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent (or any similar applicable governing body) of its Affiliates in respect of any financial statementseach Target Company to adopt resolutions approving the Debt Financing Documents, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger so long as such resolutions are not effective prior to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationClosing.

Cooperation with Financing. (a) Prior to the Closing, the Company Sellers shall use commercially reasonable efforts to, and shall cause the Acquired Subsidiaries to cooperate with Parent use their commercially reasonable efforts to, provide to Buyer, at Buyer’s sole cost and expense, such cooperation as is reasonably requested by Buyer, or as otherwise reasonably necessary, in connection with Parent’s the arrangement and consummation of any debt financing to be incurred by Buyer on the Closing Date to finance the consummation of the debt financing transactions contemplated by hereunder (the Financing or Alternative Financing “Debt Financing”) (as defined below) as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the operations of the Sellers or the Acquired Subsidiaries), including (i) providing prior to the Closing Date (a) the Financial Statements and (b) an unaudited balance sheet of the Acquired Business as of December 31, 2018 and, if the Closing has not occurred on or before May 14, 2019, to the extent such financials would otherwise be produced prior to the Closing in the ordinary course of business, March 31, 2019, and the related income statement and statement of cash flows for the six (6)-month period ended December 31, 2018 and, if the Closing has not occurred on or before May 1, 2019, to the extent such financials would otherwise be produced prior to the Closing in the ordinary course of business for the nine (9)-month period ended March 31, 2019 (all such statements and information referred to in this clause (i), the “Required Information”); (ii) assist with obtaining customary legal opinions, appraisals, surveys, title insurance, insurance certificates and endorsements, waivers, environmental reports and other customary documentation and items contemplated by the Debt Financing as reasonably requested by Buyer; (iii) facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages or other certificate or documents as may reasonably be requested by Buyer, in each case effective on or after the Closing, including obtaining releases of existing liens; (iv) furnish no later than four (4) Business Days prior to the Closing all documentation and other information required by a Governmental Entity under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Acquired Subsidiaries to the extent requested at least nine (9) days prior to the Closing; and (v) assist in the preparation, execution and delivery of one or more credit agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer. The Sellers hereby consent to the reasonable use of all of its and the Acquired Subsidiaries’ logos, names, and trademarks in connection with the Debt Financing; provided, however, that such logos, names and trademarks are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Sellers or the reputation or goodwill of the Sellers or any of their respective products, services, offerings or intellectual property rights; provided, further, that prior to the Closing Date no financing sources in connection with the Debt Financing (including any Affiliates thereof) shall obtain rights in such logos, names or trademarks. Sellers shall, and shall cause the Acquired Subsidiaries to, use reasonable best efforts to promptly supplement the Required Information and all other information provided pursuant to this Section 5.13 to the extent that any such Required Information and all other information, to the knowledge of Sellers, when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements made in such Required Information, in light of the circumstances under which they were made, not materially misleading. Buyer shall keep Sellers informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and promptly upon request provide to Sellers copies (including drafts) of any definitive debt financing agreement and any other material documents relating to the Debt Financing. No obligations of Sellers, the Acquired Subsidiaries or any of their Subsidiaries or any of their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives under any definitive debt financing agreement executed pursuant to this Section 5.13 shall be required to be effective until the Closing. In addition, notwithstanding anything in this Section 5.13 to the contrary, in fulfilling its obligations pursuant to this Section 5.13, none of Sellers, their Subsidiaries or their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives shall be required to (i) pay any commitment or other fee, provide any security or incur any Liability or obligation in connection with the Debt Financing or any other financing, (ii) take or permit the taking of any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without lapse of time, or both) under, the Organizational Documents of Sellers or any of their Subsidiaries, or any applicable Law or material contracts of Sellers or any of their Subsidiaries, (iii) pass resolutions or consents or approve or authorize the execution of the Debt Financing or any definitive debt financing agreements, (iv) provide any cooperation that would unreasonably interfere with the ongoing operations of the Company and Acquired Business or (v) disclose any information which is legally privileged. Buyer acknowledges that the information being provided that (i) the Company shall not be required to incur any liability it in connection with the Debt Financing or Alternative Financing prior is subject to the Closing, (ii) terms of Section 5.9 and the pre-Closing Board of Directors of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative FinancingConfidentiality Agreement, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course none of Business) Sellers or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability Sellers’ Subsidiaries or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller Affiliates shall have any liability to Parent Buyer or any of its Affiliates other Person in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperation5.13.

Cooperation with Financing. (a) Prior to the Closing, the Company Parent shall use all commercially reasonable efforts to cooperate with consummate the Financing. Parent in connection with Parent’s arrangement shall promptly notify the Company and the Shareholder Representative of the debt refusal of any party to the Debt Commitment Letters to provide the financing contemplated by described therein. Parent shall notify the Financing or Alternative Financing (as defined below) as may Company promptly if Parent ceases to reasonably believe that it will be reasonably requested by able to obtain financing in accordance with the terms and conditions of the Debt Commitment Letters. The Company shall provide to Parent, provided that such requested cooperation does not unreasonably interfere with and shall cause the ongoing operations Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, employees, representatives and advisors, including legal and accounting, of the Company and provided the Subsidiaries to, provide to Parent all cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the Debt Financing (or any securities offering in lieu thereof) (collectively, the “Financing”), including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies (it being understood that, with respect to any road show, the Chief Executive Officer of the Company shall only be required to participate for up to an aggregate of three days and shall not be required to incur any liability participate in locations other than New York and Boston), (ii) assisting with the preparation of materials for rating agency presentations, offering documents, bank information memoranda, prospectuses and similar documents required in connection with the Financing or Alternative Financing prior to the Closing, (ii) the pre-Closing Board of Directors of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtainedFinancing, (iii) the Company shall not be required to execute prior to the Closing executing and delivering any pledge and security documents, other definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (including consents of accountants for use of their reports in connection with any materials relating to the Financing or Alternative Financing), (iv) furnishing Parent and its Financing sources with financial and other pertinent information regarding the Companies and the Subsidiaries as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K (including Item 303) under the Securities Act and of the type and form customarily included in an offering of equity or debt securities at the time during Parent’s fiscal year such offerings will be made, provided that the foregoing shall not include a requirement to deliver any audited financial statements for any period after December 31, 2004 except as set forth in Section 7.11(c), (v) satisfying the conditions set forth in the Commitment Letters to the extent the satisfaction of such conditions requires any action by or cooperation of the Company shall not be required to take any and the Subsidiaries, (vi) obtaining accountants’ comfort letters and legal opinions as reasonably requested by Parent and (vii) taking all corporate actions prior to the Closing necessary to permit the consummation of the Financing or and to permit the Alternative Financing, and (v) the Company shall not proceeds thereof to be required made available to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationParent.

Cooperation with Financing. (a) Prior to the Closing, the Company shall use Company, at Buyer’s sole expense, will provide to Buyer and Merger Sub, and cause each of its Subsidiaries and Representatives to provide to Buyer and Merger Sub, such reasonable cooperation as is reasonably requested by Buyer and Merger Sub and customary and necessary in connection with arranging, obtaining and syndicating the Financing, including using its commercially reasonable efforts to (i) cause appropriate senior officers of the Company to be available to, upon sufficient prior notice and during normal business hours, participate in a reasonable number of meetings and conference calls with prospective lenders and their advisors at times and locations to be mutually agreed, (ii) reasonably cooperate with Parent Buyer’s legal counsel in connection with Parent’s arrangement of any customary legal opinions that such counsel is required to deliver in connection with the debt financing contemplated Financing, (iii) review and provide comments to the confidential information memorandum (the “CIM”) prepared by Buyer and the Financing Sources for use in the Financing and, solely with respect to the information about the Company or Alternative Financing (as defined below) as may be reasonably requested by Parentits Subsidiaries, provided promptly advise Buyer if the CIM contains any untrue statement of a material fact or if the Company determines in good faith that such requested cooperation does not unreasonably interfere the CIM omits to state any material fact, in each case with the ongoing operations of respect to the Company and provided that its Subsidiaries, necessary in order to make such statements contained in the CIM, in the context in which they were made, not misleading, and promptly advising Buyer as to any updates and corrections to the CIM in order to correct any such material misstatement or material omission, and (iiv) executing and delivering (but solely to the Company shall not be extent required to incur any liability in connection with the Financing or Alternative Financing as of the Closing and subject to escrow pending consummation of the Closing), effective not prior to the Closing, (ii) the pre-Closing Board of Directors customary definitive financing documentation in respect of the Company shall not be required to adopt resolutions approving the agreementsand its Subsidiaries, including customary pledge and security documents and certificates, officer’s certificates, and documents and instruments pursuant relating to which guarantees, collateral and other matters ancillary to the Financing, and otherwise reasonably facilitating the pledging of collateral by the Company and its Subsidiaries and the providing by the Company and its Subsidiaries of guarantees (including (A) reasonably cooperating in connection with the payoff or release of existing material Indebtedness for borrowed money of the Company and its Subsidiaries and the release of all Liens on the equity interests and assets of the Company and its Subsidiaries securing the same and (B) furnishing Buyer and the Financing or Alternative Financing is obtained, (iii) the Company shall not be Sources promptly with all documentation and other information required to execute prior to the Closing any definitive financing documentsby regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents the USA PATRIOT Act of 2011 and applicable regulations of the Office of Foreign Assets Control (OFAC) and the Foreign Corrupt Practices Act of 1977 that is required in connection with the Financing or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared requested in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers writing of the Company from and against any liability or obligation at least five days prior to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationClosing).

Cooperation with Financing. (a) Prior to the Closing, the Company Sellers shall use commercially reasonable efforts to, and shall cause the Acquired Subsidiaries to cooperate with Parent use their commercially reasonable efforts to, provide to Buyer, at Buyer’s sole cost and expense, such cooperation as is reasonably requested by Buyer, or as otherwise reasonably necessary, in connection with Parent’s the arrangement and consummation of any debt financing to be incurred by Buyer on the Closing Date to finance the consummation of the debt financing transactions contemplated by hereunder (the Financing or Alternative Financing “Debt Financing”) (as defined below) as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the operations of the Sellers or the Acquired Subsidiaries), including (i) providing prior to the Closing Date (a) the Financial Statements and (b) an unaudited balance sheet of the Acquired Business as of December 31, 2018 and, if the Closing has not occurred on or before May 114, 2019, to the extent such financials would otherwise be produced prior to the Closing in the ordinary course of business, March 31, 2019, and the related income statement and statement of cash flows for the six (6)-month period ended December 31, 2018 and, if the Closing has not occurred on or before May 1, 2019, to the extent such financials would otherwise be produced prior to the Closing in the ordinary course of business for the nine (9)-month period ended March 31, 2019 (all such statements and information referred to in this clause (i), the “Required Information”); (ii) assist with obtaining customary legal opinions, appraisals, surveys, title insurance, insurance certificates and endorsements, waivers, environmental reports and other customary documentation and items contemplated by the Debt Financing as reasonably requested by Buyer; (iii) facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages or other certificate or documents as may reasonably be requested by Buyer, in each case effective on or after the Closing, including obtaining releases of existing liens; (iv) furnish no later than four (4) Business Days prior to the Closing all documentation and other information required by a Governmental Entity under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Acquired Subsidiaries to the extent requested at least nine (9) days prior to the Closing; and (v) assist in the preparation, execution and delivery of one or more credit agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer. The Sellers hereby consent to the reasonable use of all of its and the Acquired Subsidiaries’ logos, names, and trademarks in connection with the Debt Financing; provided, however, that such logos, names and trademarks are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Sellers or the reputation or goodwill of the Sellers or any of their respective products, services, offerings or intellectual property rights; provided, further, that prior to the Closing Date no financing sources in connection with the Debt Financing (including any Affiliates thereof) shall obtain rights in such logos, names or trademarks. Sellers shall, and shall cause the Acquired Subsidiaries to, use reasonable best efforts to promptly supplement the Required Information and all other information provided pursuant to this Section 5.13 to the extent that any such Required Information and all other information, to the knowledge of Sellers, when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements made in such Required Information, in light of the circumstances under which they were made, not materially misleading. Buyer shall keep Sellers informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and promptly upon request provide to Sellers copies (including drafts) of any definitive debt financing agreement and any other material documents relating to the Debt Financing. No obligations of Sellers, the Acquired Subsidiaries or any of their Subsidiaries or any of their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives under any definitive debt financing agreement executed pursuant to this Section 5.13 shall be required to be effective until the Closing. In addition, notwithstanding anything in this Section 5.13 to the contrary, in fulfilling its obligations pursuant to this Section 5.13, none of Sellers, their Subsidiaries or their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives shall be required to (i) pay any commitment or other fee, provide any security or incur any Liability or obligation in connection with the Debt Financing or any other financing, (ii) take or permit the taking of any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without lapse of time, or both) under, the Organizational Documents of Sellers or any of their Subsidiaries, or any applicable Law or material contracts of Sellers or any of their Subsidiaries, (iii) pass resolutions or consents or approve or authorize the execution of the Debt Financing or any definitive debt financing agreements, (iv) provide any cooperation that would unreasonably interfere with the ongoing operations of the Company and Acquired Business or (v) disclose any information which is legally privileged. Buyer acknowledges that the information being provided that (i) the Company shall not be required to incur any liability it in connection with the Debt Financing or Alternative Financing prior is subject to the Closing, (ii) terms of Section 5.9 and the pre-Closing Board of Directors of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative FinancingConfidentiality Agreement, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course none of Business) Sellers or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability Sellers’ Subsidiaries or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller Affiliates shall have any liability to Parent Buyer or any of its Affiliates other Person in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperation5.13.

Cooperation with Financing. (a) Prior to the Closing, the Company Parent shall use commercially its reasonable best efforts to cooperate with Parent arrange the Debt Financing on the terms and conditions described in connection with Parent’s arrangement of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be reasonably requested by ParentDebt Commitment Letter, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and provided that including using reasonable best efforts to (i) the Company shall not be required to incur any liability in connection negotiate definitive agreements with the Financing or Alternative Financing prior to the Closing, respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the pre-Closing Board of Directors Buyer Parties in such definitive agreements that are within their control. In the event any portion of the Company shall not be required to adopt resolutions approving Debt Financing becomes unavailable on the agreements, documents terms and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute 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 or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared conditions contemplated in the Ordinary Course Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of BusinessParent) or change any fiscal period as promptly as practicable following the occurrence of any Acquired Companysuch event. Parent shall indemnify, defend and hold harmless give the pre-Closing directors and officers Company prompt notice of any material breach by any party of the Company from and against Debt Commitment Letter or any liability or obligation to providers termination of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8Debt Commitment Letter. Parent shall promptly upon keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s request reimburse prior written consent (not to be unreasonably withheld or delayed). For the Company for avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 8.01 and 8.02 of this Agreement and to Parent’s rights under Section 9.01, regardless of whether the Buyer Parties have complied with all out-of-pocket costs and expenses of their other obligations under this Agreement (including fees and disbursements of counsel) incurred by the Company in connection with such cooperationtheir obligations under this Section 7.10).