Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries to, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries), including using reasonable efforts to (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries and its Representatives to, provide such cooperation reasonably cooperate with Parent or its financing sources in connection with the satisfaction of the conditions set forth in the Debt Financing Commitment, including: (i) causing the Company and its Subsidiaries to execute and deliver customary guarantee, pledge and security documents and related solvency and officer certificates or other documents as may be reasonably requested by Parent in connection with and otherwise reasonably facilitating the arrangement guaranteeing of obligations and the Alternative Financing pledging of collateral (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such requested cooperation does not unreasonably interfere agreement, certificate, document or instrument shall be effective unless and until the Closing occurs and the foregoing documents shall be held in escrow pending the Closing); (ii) furnishing Parent and its financing sources with the operations of financial and other pertinent information regarding the Company and its Subsidiaries), including using reasonable efforts information required by regulatory authorities including under applicable “know your customer” and anti-money-laundering rules and regulations; (iii) permitting the prospective lenders involved in the financing activities to evaluate and appraise the Company’s and its Subsidiaries’ current assets and liabilities, cash management and accounting systems and policies and procedures relating thereto for the purpose of establishing collateral arrangements; (iiv) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate participating in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financingsimilar sessions, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and with potential lenders as may be reasonably requested by Parent, ; (v) establishing bank and other accounts and blocked account agreements in connection with the foregoing that are effective after the Effective Time; (vi) entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the Debt Financing immediately prior to the Effective Time to the extent direct borrowings or debt incurrences by the Company or any Subsidiary are contemplated by the Debt Financing Commitment (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such definitive documents in this clause (iii) agreement, certificate, document or instrument shall be effective unless and until the Effective Time, Closing occurs and the foregoing documents shall be held in escrow pending the Closing); (ivvii) using commercially reasonable efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, (v) arranging for requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at or Closing; (viii) assisting in obtaining consents, landlord waivers and estoppels, non-disturbance agreements and legal opinions; and (ix) furnishing to the lenders promptly, and in any event at least ten (10) days prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish with all documentation and other information required by Governmental Authorities under applicable “know your customer”, ” and anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, laundering rules and regulations of all applicable jurisdictions related to the Alternative Financingregulations, including the United States, Cayman Islands and PRC, provided that the information provided hereunder PATRIOT Act. The provisions of this Section 6.06 shall be subject not require such cooperation to the terms extent it would interfere unreasonably with the business or operations of the Confidentiality AgreementCompany or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) required to pay any commitment fee or other similar fee or incur any liability with respect to the Debt Financing prior to the Effective TimeClosing and Parent shall bear all costs and reimburse the officers and directors of the Company and its Subsidiaries for any out-of-pocket expenses they may incur in complying with this Section 6.06, (y) to incur any expense unless such expense is reimbursed by including expenses associated with attending meetings, presentations or similar sessions. Parent promptly after incurrence thereof, and its affiliates shall not use the Company’s or (z) to take, or commit to taking, any action that is not contingent upon its Subsidiaries logos in connection with the Closing or would subject it to actual or potential liability Debt Financing without the prior to written consent of the Effective TimeCompany.

Financing Assistance. (a) Prior Following the execution of this Agreement, and prior to the Closing, the Company ABI shall, and shall except to the extent prohibited by the UK Code, use commercially its reasonable best efforts to cause each of Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Parent Buyer from time to time in connection with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with Financing. Without limiting the operations generality of the Company foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries), including using reasonable efforts to at the sole expense of Buyer, to: (i) as promptly as reasonably practicable furnish provide information (other than financial information) relating to Parent and Merger Sub and the Acquired Business to the Financing Sources all Required Information(including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with provide (x) the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, Required JV Financial Information (to the extent customary not already in the possession of Buyer or any of its Affiliates (other than the JV and reasonable for its Subsidiaries)) and (y) the Alternative FinancingRequired Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) to cooperate with the extent marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest other similar documents (and perfection thereof) in and pledge of collateral and assist including reasonably assisting in the preparation ofof pro forma financial statements to be included in the foregoing), (v) make available, on a customary and executing reasonable basis and delivery at the Closingupon reasonable notice, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreementsappropriate personnel, documents or instruments related and information relating to the Alternative FinancingAcquired Business, if applicable and in each case, as may be reasonably requested by ParentBuyer, provided that no such definitive documents or as may be requested by the SEC in this clause (iii) shall be effective until connection with the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate completion of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing SourcesFinancing, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor obtain any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any Alternative Financingfilings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (x1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee prior fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action Financing that is not contingent upon the Closing occurring or that would subject it to actual or potential liability be effective prior to the Effective TimeClosing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiaries.

Financing Assistance. (a) Prior to the ClosingEffective Time, the Company Partnership shall, and shall cause its Subsidiaries and their respective Representatives to, use commercially reasonable efforts to provide customary cooperation in connection with any financing by Parent or any of its Subsidiaries in connection with the LP Merger, in each case, as may be reasonably requested by Parent, Merger Sub or their Representatives. Notwithstanding anything to the contrary herein, Parent and Merger Sub acknowledge and agree that consummation of any such financing by Parent or any of its Subsidiaries is not a condition to Closing or any of their respective obligations under this Agreement. Without limiting the generality of the foregoing, the Partnership shall, and shall cause its Subsidiaries and their respective Representatives to, upon reasonable request of Parent, (i) furnish the report of the Partnership’s auditor on the three most recently available audited consolidated financial statements of the Partnership and its Subsidiaries and use its commercially reasonable efforts to obtain the consent of such auditor to the use of such reports, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use commercially reasonable efforts to cause such auditor to provide customary comfort letters to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; (ii) furnish any customary additional financial statements, schedules, business or other financial data relating to the Partnership and its Subsidiaries as may be reasonably necessary to consummate any such financing, including providing customary assistance for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary and reasonably necessary in connection with any such financing (it being understood, in any event, that Parent shall be solely responsible for the preparation of any such pro forma financial information and/or pro forma financial statements); (iii) provide customary direct contact between (x) senior management and advisors, including auditors, of the Partnership and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent’s auditors, as applicable, in connection with any such financing, at reasonable times during regular business hours, and upon reasonable advance notice; (iv) make available, at reasonable times during regular business hours, and upon reasonable advance notice, the employees and advisors of the Partnership and its Subsidiaries to provide customary assistance with Parent’s or its Subsidiaries’ preparation of business projections; (v) obtain the reasonable cooperation and assistance of counsel to the Partnership and its Subsidiaries in connection with the customary legal opinions that counsel to Parent and its Subsidiaries may require to deliver with respect to any such financing; (vi) reasonably assist in the preparation of (but not, in each case of the following, entering into or executing) documents, opinions, certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any such financing or necessary or desirable to permit Parent or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and shall not take effect until, the Effective Time; (vii) reasonably assist in the preparation of one or more customary confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent and reasonably necessary for such financing; (viii) permit Parent or its Subsidiaries’ customary use of the Partnership’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to (A) advance review of and consultation with respect to such use; provided that, Parent agrees not to use any such logos to the extent that after such consultation the Partnership informs Parent that, despite the Partnership’s use of commercially reasonable efforts to remove or obtain a waiver of such prohibition, such use is prohibited by existing contractual obligations of the Partnership and its Subsidiaries, and (B) such use is not intended to, nor reasonably likely to, harm or disparage the Partnership or any of its Subsidiaries toSubsidiaries), provide (ix) participate in a reasonable number of meetings and presentations, during regular business hours and upon reasonable advance notice, with arrangers and prospective lenders and investors, as applicable (including the participation in such cooperation meetings of the Partnership’s senior management) and, in each case, at times and locations to be mutually agreed, (x) as further set forth in Section 5.16(c) below, take customary actions as may be reasonably requested by Parent in connection with the arrangement repayment of certain existing indebtedness for borrowed money of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company Partnership and its Subsidiaries), including using reasonable efforts to delivery of customary payoff and release documentation with respect thereto and (ixi) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using use commercially reasonable efforts to obtain a certificate of the chief financial officer assist in procuring any necessary rating agency ratings or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, (v) arranging approvals for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Timefinancing.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to cause each of its Subsidiaries to, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Alternative Debt Financing (which term shall include, for purposes of this Section 6.03(a) , any of the permanent financing referred to in the Debt Commitment Letters) ( provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, including using prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to to: (i) as promptly as reasonably practicable furnish provide information (financial or otherwise) relating to the Company to Parent and Merger Sub and to the Financing Sources all Required Information(including information to be used in the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) participate cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, presentations, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses, filings with the Financing Sources SEC and cooperate reasonably with the Financing Sources’ due diligenceother similar documents, including delivery and consenting to the extent inclusion or incorporation in any SEC filing related to the Debt Financing or the Alternative Financing of (A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and reasonable for the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (iiiiv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the extent customary Company and its Subsidiaries, in accordance with applicable Laweach case, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, or as may be requested by the SEC in connection with the completion of the financing, (v) arranging for customary payoff lettersprovide to Parent and the Financing Sources promptly, lien terminations and instruments of discharge to be delivered in any event at or least five (5) Business Days prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information about the Company and its Affiliates required by Governmental Authorities the Financing Sources or regulatory authorities with respect to the Debt Financing under applicable “know your customer”, ” and anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, laundering rules and regulations of all applicable jurisdictions related to the Alternative Financingregulations, including the United StatesPATRIOT Act, Cayman Islands and PRC, provided that is required under the information provided hereunder shall be subject Debt Commitment Letters to the terms of the Confidentiality Agreement. Neither extent such documentation and other information is requested in writing to the Company nor at least 10 Business Days prior to the Closing Date, (vi) obtain any of its Subsidiaries shall be required, under necessary consents from the provisions of this Section 6.08 or otherwise Company’s independent public accounting firm in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to filings with the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time.SEC,

Financing Assistance. (a) Prior Following the date of this Agreement and prior to the ClosingClosing Date, Sellers shall (and shall cause the Company Manager to cause the other Subject Entities and their respective Representatives (as applicable) to) use commercially reasonable efforts to provide to Acquiror such reasonable and customary cooperation in connection with any financing by Acquiror or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, in each case as may be reasonably requested by Acquiror or its Representatives. Without limiting the generality of the foregoing, Sellers shall, and shall cause the Manager to cause the other Subject Entities and their respective Representatives (as applicable) to, upon reasonable request, (i) furnish the report of the ELK’s auditor on the three most recently available audited consolidated financial statements of the ELK and its Subsidiaries and use its commercially reasonable efforts to obtain the consent of such auditor to the use of such reports, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use commercially reasonable efforts to cause each such auditor to provide customary comfort letters (including “negative assurance” comfort and change period comfort) (with customary bring-down comfort letters delivered on the closing date of any such financing) to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; (ii) furnish any additional financial statements, schedules, business or other financial data relating to ELK and its Subsidiaries to, provide such cooperation as may be reasonably requested by Parent necessary to consummate any such financing; it being understood that Acquiror shall be responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary in connection with any such financing; (iii) provide direct contact between (x) senior management and advisors, including auditors, of ELK and (y) the arrangement proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or ELK’s auditors, as applicable, in connection with any such financing, at reasonable times and upon reasonable advance notice; (iv) make available the employees and advisors of ELK and its Subsidiaries to provide reasonable assistance with Acquiror’s or its Subsidiaries’ preparation of business projections, financing documents and offer materials and other materials for due diligence and drafting sessions, rating agency presentations and road shows, if any, related to such financing; (v) to the Alternative Financing extent requested in writing at least ten Business Days prior to the Closing Date, provide at least three Business Days prior to the Closing Date any information and documents required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 (and if any Subject Entities qualify as “legal entity customers” under the Beneficial Ownership Regulation, information regarding the Subject Entities necessary to complete a Beneficial Ownership Certification with respect to the Subject Entities); (vi) assist in the preparation of (but not entering into or executing) authorization letters, opinions and certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any such financing or necessary or desirable to permit Acquiror or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and shall not take effect until, the Closing; (vii) assist in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, rating agency presentations and other marketing and syndication materials reasonably requested cooperation does not unreasonably interfere with the operations by Acquiror; (viii) permit Acquiror or its Subsidiaries’ reasonable use of the Company Subject Entities’ logos for syndication and its Subsidiariesunderwriting, as applicable, in connection with any such financing (subject to advance review of and consultation with respect to such use), including using reasonable efforts to ; (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (iiix) participate in a reasonable number of meetingsmeetings and presentations with arrangers and prospective lenders and investors, presentationsas applicable (including the participation in such meetings of the ELK’s senior management), due diligence sessions with in each case at times and locations to be mutually agreed; (x) assist in procuring any necessary rating agency ratings or approvals; and (xi) as soon as reasonably practicable after obtaining actual knowledge thereof, supplementing the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, written information provided pursuant to this Section 6.4 to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting that any such information contains any untrue statement of a security interest (and perfection thereof) material fact or omits to state a material fact necessary in and pledge of collateral and assist order to make the statements contained therein, in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate light of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sourcescircumstances under which such statements were made, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Timemisleading.

Financing Assistance. (a) Prior Following the execution of this Agreement, and prior to the Closing, the Company ABI shall, and shall except to the extent prohibited by the UK Code, use commercially its reasonable best efforts to cause each of Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Parent Xxxxx from time to time in connection with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with Financing. Without limiting the operations generality of the Company foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries), including using reasonable efforts to at the sole expense of Buyer, to: (i) as promptly as reasonably practicable furnish provide information (other than financial information) relating to Parent and Merger Sub and the Acquired Business to the Financing Sources all Required Information(including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with provide (x) the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, Required JV Financial Information (to the extent customary not already in the possession of Buyer or any of its Affiliates (other than the JV and reasonable for its Subsidiaries)) and (y) the Alternative FinancingRequired Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) to cooperate with the extent marketing efforts of Xxxxx and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest other similar documents (and perfection thereof) in and pledge of collateral and assist including reasonably assisting in the preparation ofof pro forma financial statements to be included in the foregoing), (v) make available, on a customary and executing reasonable basis and delivery at the Closingupon reasonable notice, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreementsappropriate personnel, documents or instruments related and information relating to the Alternative FinancingAcquired Business, if applicable and in each case, as may be reasonably requested by ParentBuyer, provided that no such definitive documents or as may be requested by the SEC in this clause (iii) shall be effective until connection with the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate completion of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing SourcesFinancing, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor obtain any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any Alternative Financingfilings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (x1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee prior fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action Financing that is not contingent upon the Closing occurring or that would subject it to actual or potential liability be effective prior to the Effective TimeClosing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiaries.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to cause each of its Subsidiaries to, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Alternative Debt Financing (which term shall include, for purposes of this Section 6.03Cal, any of the permanent financing referred to in the Debt Commitment Letters) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, including using prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to to: (i) as promptly as reasonably practicable furnish provide information (financial or otherwise) relating to the Company to Parent and Merger Sub and to the Financing Sources all Required Information(including information to be used in the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent in connection with Parent's preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) participate cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due di I igence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, due diligence sessions lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses, filings with the Financing Sources SEC and cooperate reasonably with the Financing Sources’ due diligenceother similar documents, including delivery and consenting to the extent inclusion or incorporation in any SEC filing related to the Debt Financing or the Alternative Financing of(A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any "going concern" qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare proforma financial statements customary for the bank financing and reasonable for the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (iiiiv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the extent customary Company and its Subsidiaries, in accordance with applicable Laweach case, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents the Financing Sources, or as may be requested by the SEC in this clause (iii) shall be effective until connection with the Effective Timecompletion of the financing, (ivv) using commercially reasonable efforts provide to obtain a certificate of Parent and the chief financial officer or person performing similar functions of Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company with respect to solvency matters to the extent reasonably and its Affiliates required by the Financing SourcesSources or regulatory authorities with respect to the Debt Financing under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act, that is required under the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least I 0 Business Days prior to the Closing Date, (vvi) arranging obtain any necessary consents from the Company's independent public accounting firm in connection with any filings with the SEC, (vii) in connection with any securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company's independent public accounting firm, (B) cause the Company's independent public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.03(a)(iii) in any filing or registration statement of Parent with the SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the Company's independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its independent accounting firn1, (viii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and obtain customary payoff letters, lien terminations letters and instruments of discharge to be delivered at or prior Closing to Closing relating to all Indebtedness to be paid offallow for the payoff, discharged discharge and terminated termination in full on the Closing DateDate of the Credit Agreement, and (vix) furnish all reasonably assist with the preparation of the definitive documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to for the Alternative Debt Financing, including by providing information reasonably necessary for the United Statescompletion of any schedules thereto, Cayman Islands in each case to the • extent, and PRCsolely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks. service marks and logos arc used solely in a manner that is not intended to or is reasonably likely to harm or disparage the information provided hereunder shall be subject to Company or any of its Subsidiaries. Notwithstanding the terms of the Confidentiality Agreement. Neither foregoing, (I) neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) required to pay any commitment or other similar fee or incur prior to the Effective TimeClosing any other liability or obligation in connection with the Debt Financing, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (y2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to incur execute or enter into or perform any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) agreement with respect to take, or commit to taking, any action the Debt Financing that is not contingent upon the Closing occurring or that would subject it to actual or potential liability be effective prior to the Effective TimeClosing (other than authorization letters contemplated by clause (viii) of this Section 6.03(a) and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub, and/or the Surviving Corporation shall enter into or provide any resolutions. consents. approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any of its Subsidiaries to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would reasonably be expected. in the reasonable judgment of the Company, to result in a violation of Applicable Law or loss of any privilege.

Financing Assistance. (a) Prior to the Closingearlier of (x) Closing and (y) termination of this Agreement in accordance with Article IX, Seller shall (and shall cause the Company shallother members of the Seller Group and its and their respective officers, directors and employees to) provide, and shall use commercially reasonable efforts to cause each its (and the other members of its Subsidiaries tothe Seller Groups’) other Representatives to provide, provide such cooperation as may be reasonably requested by Parent at the sole cost and expense of Buyer, customary assistance with the arrangement of, and satisfaction (on a timely basis) of all relevant conditions precedent to obtaining the Bridge Financing or any debt financing other than the Bridge Financing in connection with the arrangement of the Alternative Financing transactions contemplated hereby (any such financing, “Debt Financing”) as is reasonably requested by Buyer (or its Representatives) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller Group), including (i) delivering Financing Information that is Compliant and other information as is reasonably requested by Buyer (and permitting Buyer and its Affiliates to include such information in offering materials); it being understood that Buyer shall be solely responsible for the preparation of any pro forma financial information as may be reasonably necessary to consummate such Debt Financing or as required pursuant to the Securities Act, (ii) providing Buyer at least four (4) Business Days prior to the Closing Date with all documentation required under, “know your customer” and anti-money laundering rules and regulations that is requested in writing by Buyer’s financing sources at least nine (9) Business Days prior to the Closing Date, (iii) using commercially reasonable efforts to assist Buyer and its sources of Debt Financing in their preparation of appropriate and customary offering documents, private placement memoranda, prospectuses, prospectus supplements, registration statements, syndication documents and materials including information memoranda, lender and investor presentations and other marketing documents and appropriate and customary materials for rating agencies, in each case, to the extent reasonably related to the Company, reasonably necessary to assist Buyer to obtain the Debt Financing and reasonably identified by Buyer in writing to the Seller, (iv) obtaining the consent of, and customary comfort letters from, such accountants with respect to financial information solely as it relates to the Company including in any offering materials and (v) cooperating with Buyer’s legal counsel in connection with any legal opinions that may be required from the Buyer’s or any of its Affiliates’ legal counsel in connection with the such Debt Financing. Information provided by Seller and the Company in connection with any Debt Financing may only be provided to sources or potential sources of financing and rating agencies that are bound by confidentiality provisions substantially similar to the Confidentiality Agreement or otherwise reasonably acceptable to Seller (it being understood and agreed that the confidentiality provisions set forth in the Bridge Commitment Letter on the date hereof (and provisions at least as favorable to Buyer as such provisions) are reasonably acceptable to Seller). The Company hereby consents to the use of all of the Company logos in connection with any Debt Financing, provided that (a) such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, its Affiliates or its business, or the reputation or goodwill thereof and (b) Buyer shall provide Company with a reasonable opportunity to review the portion of any documents, communications or other materials in connection with which such logo is used, and consider in good faith the reasonable comments of Company prior to the distribution, disclosure or use thereof. The Company acknowledges and agrees that, notwithstanding anything to the contrary in the Confidentiality Agreement, Buyer may provide “Evaluation Material” (as defined in the Confidentiality Agreement) to its Representatives in connection with any Debt Financing. Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.3(b), as applied to Seller’s obligations under this Section 6.15, shall be deemed to be satisfied unless (i) Seller has failed to satisfy its obligations in any material respect under this Section 6.15, (ii) Buyer has notified Seller of such failure in writing a reasonably sufficient amount of time prior to Closing to afford Seller with a reasonable opportunity to cure such failure and (iii) such failure is the proximate cause of Buyer’s failure to receive the proceeds of Debt Financing. Buyer acknowledges and agrees that obtaining Debt Financing is not a condition to its obligations under this Agreement. If Debt Financing has not been obtained, Buyer shall continue to be obligated, until such time as the Agreement is terminated in accordance with Article IX and subject to the waiver or fulfillment of the conditions set forth herein, to complete the transactions contemplated by this Agreement, subject to the other terms and conditions of this Agreement. For the avoidance of doubt, the cooperation hereunder (other than with respect to any information provided pursuant to the foregoing clauses (i) and (ii) above which relates to the Seller Group) shall only be in respect of the Company and its Subsidiaries), including using reasonable efforts to (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time.

Financing Assistance. (a) Prior to the Closing, in the event that Buyer determines in its sole discretion to obtain debt financing at the Closing for the purpose of financing the transactions contemplated hereby (the “Debt Financing”), the Seller shall use commercially reasonable efforts, and shall cause the Company to use commercially reasonable efforts, to cooperate with Buyer (and, where applicable or reasonably requested, shall use its commercially reasonable efforts to cause the Company Subsidiaries and its and their directors, officers, employees, agents and representatives to cooperate), in each case, at Buyer’s sole cost and expense, as reasonably requested by Buyer in connection with the Debt Financing, including by (i) furnishing the Buyer with, to the extent reasonably available to the Company Group, the financial information and other information regarding the Company Group that is customary and necessary in connection with arranging and obtaining the Debt Financing as promptly as reasonably practicable following the request therefor by the Buyer and (ii) providing reasonable cooperation in connection with the payoff of each item of Indebtedness for Borrowed Money and the release of related liens and termination of security interests, including delivering the payoff letters contemplated by Section 2.6(d)(I) and UCC-3 or equivalent financing statements, in each case, at or prior to the contemplated Closing Date and drafts thereof within a reasonable time period prior to the contemplated Closing Date; provided that nothing herein shall require such cooperation to the extent it would unreasonably interfere with the business or operations of the Company Group. Notwithstanding the foregoing: (A) no member of the Company Group shall be required to commit to take any action that (1) is not contingent upon the Closing, (2) would be effective prior to the Closing or (3) would encumber any assets of any member of the Company Group prior to the Closing; and (B) no member of the Company Group or any of their respective representatives shall, and in connection with the Debt Financing, (1) be required to take any action that would result in a violation of applicable Law or breach of any Contract or subject it to actual or potential Liability, (2) be required to bear any cost or expense unless prior reimbursement has been received by such member of the Company Group or its representatives, as applicable, (3) be required to pay any commitment fees or other amounts or make any other payment or incur any other Liability or provide or agree to provide any indemnity prior to the Closing, (4) be required to take any action in the capacity as a member of the board of managers or similar body to authorize or approve the Debt Financing, (5) have any liability or any obligation under any definitive Debt Financing agreement or any related document or other agreement or document related to the Debt Financing, other than any such Liability or obligation of a member of the Company Group following the Closing, (6) be required to incur any other Liability in connection with the Debt Financing, other than any other Liability incurred by member of the Company Group following the Closing, (7) be required to disclose or provide any information the disclosure of which, in the reasonable judgment of the Company Group, is restricted by Contract, applicable Law, order, is subject to attorney-client privilege or could result in the disclosure of any trade secrets of third parties or violate any obligation of a member of the Company Group with respect to confidentiality (provided that such member of the Company Group shall use commercially reasonable efforts to cause each of its Subsidiaries to, provide such cooperation as may information in a manner which would not contravene any such Contract or Law or jeopardize such privilege or confidentiality obligation), (8) be reasonably requested by Parent in connection with the arrangement of the Alternative Financing required to issue a private placement memorandum, confidential information memorandum or prospectus (provided that and no such requested cooperation does not unreasonably interfere with the operations private placement memorandum or prospectus shall reflect a member of the Company and its SubsidiariesGroup as the issuer), including using reasonable efforts (9) be required to (i) as promptly as reasonably practicable furnish issue any offering or information document or provide or deliver any legal opinion prior to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z10) be required to take, participate in “road shows” or commit to taking, any action that is not contingent upon the Closing similar sales or would subject it to actual or potential liability prior to the Effective Timemarketing events.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall use commercially reasonable best efforts to cause each of its Subsidiaries to, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing, or if applicable, the Alternative Debt Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries), including using reasonable best efforts to (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ ' due diligence, to the extent customary and reasonable for the Alternative Debt Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Debt Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Debt Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable best efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing SourcesSources or the Debt Commitment Letter, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “"know your customer”", anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Debt Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Debt Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time. Parent shall promptly, upon the termination of this Agreement, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.08 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing, or if applicable, the Alternative Debt Financing, and any information used in connection therewith (except with respect to any information provided by or on behalf of the Company or any of its Subsidiaries), except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives.

Financing Assistance. (a) Prior The Company agrees to the Closing, the Company shallprovide, and shall use commercially cause the Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to provide, all reasonable efforts cooperation (including with respect to cause each of its Subsidiaries to, provide such cooperation as may be reasonably requested by Parent timeliness) in connection with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with debt financing contemplated by the operations of the Company and its Subsidiaries), including using reasonable efforts to (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and Debt Commitment Letters as may be reasonably requested by Parent, provided that no such definitive documents including (i) participation in this clause meetings, drafting sessions and due diligence sessions; (ii) promptly furnishing Parent and its financing sources with financial and other pertinent information regarding the Company 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 under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offering of senior or senior subordinated notes (the "Required Financial Information"); (iii) shall be effective until promptly satisfying the Effective Time, condition set forth in paragraph (f) of Annex I of the Senior Secured Debt Commitment Letter (to the extent the satisfaction of such condition requires actions by or cooperation of the Company); (iv) assisting Parent and Merger Sub and their financing sources in the preparation of (A) an offering document for any of such debt financing and (B) materials for rating agency presentations; (v) reasonably cooperating with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing; (vi) providing and executing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such debt financing; (vii) reasonably facilitating the pledging of collateral; and (viii) using commercially reasonable efforts to obtain a certificate of accountants' comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent. Notwithstanding the chief financial officer or person performing similar functions foregoing, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, its Subsidiaries and (viy) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) required to pay any commitment or other similar fee or incur any other liability in connection with the financings contemplated by the Debt Commitment Letters prior to the Effective Time, Time (y) to incur any expense unless such expense fee or liability is reimbursed by Parent promptly after incurrence thereof, subject to the immediately succeeding sentence or (z) to take, such commitment fee or commit to taking, any action that liability is not contingent upon conditional on the Closing or would subject it to actual or potential liability prior to occurrence of the Effective Time).

Financing Assistance. (a1) Prior to the Closing, the The Company shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries to, use commercially reasonable efforts to provide such customary cooperation to the Purchaser as the Purchaser may be reasonably requested by Parent request in connection with the arrangement arrangements by the Purchaser to obtain the funding of the Alternative Debt Financing as contemplated in the Debt Commitment Letter (provided that such requested request is made on reasonable notice and reasonably in advance of the Closing and provided such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including using reasonable efforts (and subject to the foregoing), as so requested: (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate participating in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions and meetings with the prospective lenders and other Financing Sources (including customary one-on-one meetings), investors and cooperate reasonably with ratings agencies; (ii) subject to Laws and any Contract and the Financing Sources’ due diligenceobtaining of any necessary consents in connection therewith, to the extent customary and reasonable for the Alternative Financing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, delivering any definitive pledge and security documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and or other definitive agreements, financing documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause the Purchaser; (iii) subject to Section 4.5 and Section 4.7, furnishing the Purchaser, as soon as reasonably practicable, with all Financing Information; provided that in no event shall the Financing Information be effective until deemed to include or shall the Company otherwise be required to provide: (1) any information customarily provided by a lead arranger in a customary information memorandum for a secured bank financing, including sections customarily drafted by a lead arranger, such as those regarding confidentiality, timelines, syndication process and limitations of liability, (2) any segment reporting financial information, (3) any pro forma, projected or forward-looking information, (4) any information relating to transactions anticipated to occur after the Effective TimeDate, (5) any other information of the type that is not customarily included in a "public side" information memorandum for a secured bank financing and (6) any information with respect to any Person other than the Company and the Subsidiaries (the foregoing clauses (1) through (6) is referred to herein as "Excluded Information"), (iv) using commercially reasonable efforts to obtain a certificate of furnishing the chief financial officer or person performing similar functions of Purchaser and the Financing Sources with information regarding the Company and its Subsidiaries reasonably requested by the Financing Sources and reasonably available to the Company (and updates thereto as reasonably requested by such Persons), including information in response to due diligence requests of, and otherwise cooperate with respect the due diligence efforts of, the Financing Sources, and execute customary authorization and management representation letters (provided that the Company (i) shall only be obligated to solvency matters deliver such information to the extent reasonably such information is readily available to the Company and (ii) may redact or exclude in a manner acceptable to it, any information that the Company determines, in its sole discretion, is competitively sensitive), (v) assisting in the preparation by the Purchaser of customary bank books, confidential information memoranda, lender and investor presentations, rating agency presentations and similar documents required by the Financing SourcesSources in connection with the Financing, (v) arranging for customary payoff lettersincluding in the preparation of "public side" versions thereof, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation assisting with the preparation of, and other information required by Governmental Authorities under applicable “know your customer”obtain, anti-money launderingexecute and deliver customary evidence of authority, anti-terrorismcustomary officer's certificates, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related customary solvency certificates (including the solvency certificate attached as Annex I to Exhibit C to the Alternative Debt Commitment Letter and customary perfection certificates), customary insurance certificates, in each case, as reasonably requested by the Purchaser and the Financing Sources (provided, however, that no officer of the Company or any of its Subsidiaries who is not remaining in such position following the Closing shall be obligated to execute any certificate or other document contemplated by this Section 4.8(1) in connection with the Financing) and (vii) providing reasonable assistance in the preparation and execution of the definitive documentation relating to the Debt Financing, including (A) the United Statesexecution and delivery by the Company and its Subsidiaries, Cayman Islands effective only upon the Closing, of any credit agreements, guarantees, pledge and PRCsecurity documents, provided that other definitive financing documents or other certificates or documents contemplated by the information provided hereunder shall be subject to Debt Financing and otherwise facilitating the terms creation and perfection of the Confidentiality Agreementsecurity interests in the collateral contemplated by the Debt Financing; and (B) reasonably cooperating with the Purchaser in obtaining such consents, acknowledgements, authorizations, approvals and instruments reasonably requested by the Purchaser that are required to consummate the Debt Financing. Neither Notwithstanding the foregoing, none of the Company nor any Subsidiary of its Subsidiaries shall the Company will be requiredrequired to: (a) pay or agree to pay any commitment, under the provisions of this Section 6.08 consent or otherwise other fee or incur any other cost, expense or liability or provide or agree to provide any indemnity, in each case in connection with any Alternative Financing, (x) to pay any commitment or other similar fee such financing prior to the Effective Time; (b) take any action or do anything that would contravene any Law, contravene any Contract or be capable of impairing, preventing or delaying the satisfaction of any condition set forth in Article 6 hereof; (yc) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, take any action that is not contingent upon on the Closing consummation of the Arrangement or that would subject it to actual or potential liability be effective prior to the Effective Time.;

Financing Assistance. (a) Prior Buyer shall use its reasonable best efforts to obtain the Closingproceeds of the Financing on the terms and conditions described in the Debt Commitment Letter within thirty (30) days after the date hereof or, if applicable, the Company shallExtended Closing Period, and shall use commercially reasonable efforts to cause each of its Subsidiaries toincluding, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries)without limitation, including using reasonable best efforts to to: (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and maintain in effect the Financing Sources all Required InformationDebt Commitment Letter, (ii) participate in a reasonable number promptly satisfy (or obtain the waiver of) of meetings, presentations, due diligence sessions with all conditions (other than those conditions that by their nature are to be satisfied on the Closing Date) to obtaining the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financingset forth therein that are in Buyer’s (or its Affiliates’) control, (iii) to enter into definitive agreements with respect thereto on the extent customary terms and in accordance with applicable Law, facilitate conditions contemplated by the providing of guarantees and granting of a security interest Debt Commitment Letter (and perfection thereof) in and pledge of collateral and assist in including the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments flex provisions related to the Alternative FinancingFinancing)(or on terms no less favorable to Buyer, if applicable except as agreed by Buyer), and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by draw down and consummate the Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered or any alternative financing at or prior to the time the conditions set forth in Article IX are satisfied (or reasonably capable of being satisfied at Closing relating based on the facts and circumstances). In the event any portion of the Financing becomes unavailable, on the terms and conditions contemplated in the Debt Commitment Letter (or on terms no less favorable to Buyer, except as agreed by Buyer), Buyer shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative and/or supplemental financing (whether in the form of debt, equity or other financing) from alternative sources in an amount sufficient, when combined with the funds under other available sources, to consummate the transactions contemplated by this Agreement promptly following the occurrence of such event but in all Indebtedness cases at or prior to the then-applicable Extended Closing Period. Upon obtaining any commitment for any such alternative and/or supplemental financing, such financing shall be deemed to be paid off, discharged a part of the “Financing” and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder commitment with respect thereto shall be subject deemed to be a part of the “Debt Commitment Letter” for all purposes of this Agreement. Buyer shall give the Company prompt notice of any material breach, intent not to proceed or intent to alter the terms of the Confidentiality Agreement. Neither Debt Commitment Letter by any party of the Company nor any Debt Commitment Letter of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Timewhich Buyer becomes aware.

Financing Assistance. (a) Prior to the Closing, the Company shallSeller agrees to provide, and shall cause its Subsidiaries to provide, and shall use commercially its reasonable best efforts to cause each of its Subsidiaries toRepresentatives to provide, provide such all customary cooperation as may be reasonably requested by Parent (including with respect to timeliness) in connection with the arrangement of the Alternative Financing (provided that such financing contemplated by the Commitment Letter as may be reasonably requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries)by Xxxxx, including using reasonable efforts to (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies that are customary for financings of a type similar to the financing contemplated by the Commitment Letter; (ii) assisting in a commercially reasonable manner Buyer and the Financing Sources in the preparation of any lender presentations, bank information memoranda and cooperate similar documents reasonably requested by Buyer in connection with the Financing Sources’ due diligence, to financing contemplated by the extent customary Commitment Letter at times and reasonable for the Alternative Financing, locations mutually agreed; (iii) reasonably cooperating with the marketing efforts of Buyer and the Financing Sources for any of such financing contemplated by the Commitment Letter; (iv) assisting in the preparation of documents relating to the extent Financing, including any customary credit agreements, indentures and in accordance with applicable Law, facilitate pledge and security documents and otherwise reasonably facilitating the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documentscollateral, guarantees, mortgages, other definitive financing documents or other certificates, customary closing certificates and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by ParentXxxxx and assisting in the negotiation of any such agreements and other documents; provided, provided that no any obligations contained in all such definitive agreements and documents in this clause (iii) shall be effective until subject to the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate occurrence of the chief financial officer or person performing similar functions of Closing and effective no earlier than the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, Closing; and (v) arranging for using reasonable best efforts to facilitate the obtaining of customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior and subject to the Closing relating to providing for the payoff, discharge and termination on the Closing Date of all Indebtedness of the Business contemplated by this Agreement to be paid off, discharged and terminated on the Closing Date. Customary cooperation shall not include taking any actions that would unreasonably interfere with the ongoing business or operations of Seller and its Subsidiaries. Notwithstanding the foregoing, and (viv) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations none of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of Seller or its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) required to pay any commitment fees or other similar fee expenses or incur prior to the Effective TimeTime any other liability or obligation in connection with the financings contemplated by the Commitment Letter, (yw) none of Seller, its Subsidiaries or their respective officers, directors or employees shall be required to incur execute or enter into or perform any expense unless such expense is reimbursed agreement with respect to the financing contemplated by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action the Commitment Letters that is not contingent upon the Closing or that would subject it to actual or potential liability be effective prior to the Effective TimeTime (and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Buyer shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of Seller and its Subsidiaries as may be required by the lenders pursuant to the Commitment Letter at, or as of, the Closing), (x) Seller shall not be required to make any representation, warranties or certifications as to which, after Seller’s use of reasonable best efforts to cause such representation, warranty or certification to be true, Seller has in its good faith determined that such representation, warranty or certification is not true, (y) Seller shall not be required to become subject to any obligations or liabilities with respect to such agreements or documents prior to the Closing, and (z) nothing shall obligate Seller or any of its Subsidiaries to provide, or cause to be provided, any legal opinion by its counsel, or to provide any information or take any action to the extent it would result in a violation of Law or loss of any privilege. For the avoidance of doubt, in no event shall Seller or any of its Subsidiaries be in breach of this Section 5.25(a) because of the failure to deliver, after use of reasonable best efforts to do so, any information that is not prepared in the ordinary course of the Seller’s business and operations at the time requested by Xxxxx. Seller and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the financing contemplated by the Commitment Letter, and Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Seller and its Representatives.

Financing Assistance. (a) Prior to the ClosingMPC, SSA, the Company shall, Transferring Entities and their Representatives shall use commercially reasonable efforts Commercially Reasonable Efforts to cause each of its Subsidiaries to, provide such cooperation co-operation to NTI as NTI may be reasonably requested by Parent request in connection with the arrangement implementation of the Alternative Financing financing arrangements by NTI (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries“Financing”), including using reasonable . Such efforts to shall include (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate participating at reasonable times in a reasonable number of meetingsmeetings with NTI, presentations, due diligence sessions (ii) furnishing NTI as promptly as practicable with financial and other pertinent information regarding the Financing Sources and cooperate Businesses as shall reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financingbe requested by NTI, (iii) assisting NTI in the preparation of appropriate portions of the documents, (iv) cooperating with NTI’s legal counsel in connection with any legal opinions that such legal counsel may be reasonably required to deliver in connection with the extent customary Financing, (v) assisting in obtaining an accountants’ comfort letter, (vi) executing and in accordance with applicable Law, facilitate delivering any necessary pledge agreements and other security documents and otherwise reasonably facilitating the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documentscollateral, guarantees, mortgages, certificates, and other definitive agreements, financing documents or instruments related other certificates or documents as may reasonably be requested by NTI (including a borrowing base certificate dated as of 10 days prior to the Alternative FinancingClosing Date) or otherwise reasonably facilitating the pledging of collateral, if applicable and as may all to be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until subject to the Effective Timeoccurrence of the Closing, (ivvii) using commercially reasonable efforts to obtain obtaining a certificate of the chief financial officer of NT Holdco or person performing similar functions any of the Company its Subsidiaries (it being understood that such entities may appoint a representative of NTI to serve as an officer of such entities for purposes of executing such certificates) with respect to solvency matters matters, customary authorization letters with respect to bank information memoranda and consents of accountants for use of their reports in any materials relating to the extent reasonably required by Financing, all to be subject to the occurrence of upon the Closing, (viii) permitting the prospective lenders involved in the Financing Sourcesto evaluate the Businesses, including the related inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory appraisal), (vix) arranging for customary payoff letterscausing the NT Entities to establish bank and other accounts and blocked account agreements in connection with the Financing, lien terminations and instruments of discharge to be delivered at or (x) prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all providing documentation and other information required about NT Holdco and each of its Subsidiaries as is reasonably requested in writing by Governmental Authorities under NTI in connection with the Financing as it relates to applicable “know your customer”, ” and anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, laundering rules and regulations of including, without limitation, the USA PATRIOT Act and (xi) causing the NT Entities to take all applicable jurisdictions related to the Alternative Financingcorporate actions, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms occurrence of the Confidentiality Agreement. Neither Closing, necessary to permit the Company nor any consummation of the Financing and to permit the proceeds thereof to be made available to NT Holdco or one or more of its Subsidiaries shall be requiredSubsidiaries, under including causing the provisions of this Section 6.08 NT Entities to enter into one or otherwise more credit agreements, indentures and/or other instruments on terms satisfactory to NTI in connection with any Alternative Financing, (x) to pay any commitment or other similar fee such Financing immediately prior to the Effective TimeTime to the extent direct borrowings or debt incurrence by NT Holdco or one or more of its Subsidiaries is contemplated in the Financing; provided, (y) however, that except as expressly provided above, none of MPC, SSA, the Transferring Entities and their Subsidiaries shall be required to incur take any expense corporate action unless such expense action is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the occurrence of the Closing and effective at or would subject it to actual or potential liability prior to following the Effective Time. MPC and SSA authorize the disclosure of this Formation Agreement and each of the Related Agreements and the use of the “SuperAmerica”, “SuperMom’s” and “Country Fresh Ovens” logos and trademarks in connection with dissemination of information relating to this Formation Agreement and the Related Agreements and the Contemplated Transaction to potential lenders or investors, by any lenders or investors and by any lender’s representatives and advisors, solely to the extent necessary, proper or advisable in connection with such financing arrangements. Notwithstanding the foregoing, NTI acknowledges and agrees that none of MPC, SSA, any of the Transferring Entities or any of their respective Subsidiaries (other than the NT Entities), other Affiliates or Representatives is making any representation or warranty to NTI, or to any of the prospective lenders to the Financing, as to any of the foregoing information or documents, other than such representations and warranties as are expressly set forth in other Sections of this Formation Agreement or in the Related Agreements. From and after the Closing Date, NTI agrees to indemnify, defend and hold harmless the MPC Indemnitees from and against any and all Claims and Losses actually suffered or incurred by any of them to the extent arising out of, resulting from or relating to the assistance provided pursuant to this Section 7.12(a), except to the extent such Claims or Losses arise out of, result from or relate to fraud or any breach of any representation or warranty of MPC or SSA in the Formation Agreement or in any Related Agreement.

Financing Assistance. (a) Prior to the Closing, the Company shallshall provide, and shall cause the Company’s Subsidiaries to provide, and shall use commercially reasonable best efforts to cause each of its Subsidiaries toand their officers, provide such directors and employees to provide, and shall use its reasonable best efforts to direct its and their accountants, legal counsel and other Representatives to provide, at Buyer’s sole cost and expense, as promptly as reasonably practicable all cooperation as may be reasonably requested by Parent Buyer in connection with arranging, obtaining and syndicating the arrangement of Financing, causing the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with conditions in the operations of the Company and its Subsidiaries)Commitment Letters to be satisfied, including using reasonable efforts to (i) furnishing to Buyer and its Financing Sources as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions reasonably cooperating with Buyer and the Financing Sources in the preparation of Offering Documents (and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financingany supplements thereto), (iii) reasonably cooperating with the marketing and rating agency efforts of Buyer and the Financing Sources with respect to the Financing, including reasonably cooperating in the preparation of any bank information memoranda and materials for ratings agencies and direct contact between appropriate members of senior management and Representatives of the Company and its Subsidiaries and potential lenders and investors in the Financing, in each case, only to the extent customary and in accordance with applicable Law, facilitate customarily needed for financings of the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in type contemplated by the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective TimeCommitment Letters, (iv) using providing Buyer at least three (3) Business Days before the Closing Date all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Buyer at least eight (8) Business Days prior to the Closing Date that is required in connection with the Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and that are required by Section 6 of Exhibit D of the Secured Debt Commitment Letter and Section 4 of Exhibit C of the Unsecured Debt Commitment Letter, (v) facilitating the pledging of collateral substantially concurrently with the Closing, including obtaining such documentation and/or taking such steps (including lien searches, payoff letters, lien releases and instruments of termination or discharge) reasonably requested by Buyer in order to release all Liens over the properties and assets of the Company and taking reasonable actions necessary to permit the Financing Sources to evaluate the Company’s assets for the purposes of establishing collateral arrangements, (vi) having appropriate members of senior management, with appropriate seniority and expertise of the Company and its subsidiaries, and certain Representatives of the Company and its Subsidiaries participate at reasonable times in a commercially reasonable efforts to obtain number of meetings (including customary one-on-one meetings), presentations, road shows, and rating agency sessions, in each case, upon reasonable advance notice, (vii) causing the execution and delivery of such documents as Buyer may reasonably request (including corporate actions) from those directors, members and officers of the Company and its Subsidiaries (including (x) a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters as of the Closing, on a pro forma basis in the form attached to each Debt Commitment Letter (or substantially similar provisions in any Alternative Financing) (y) signing resolutions or taking similar actions approving the Debt Financing and (z) the Authorization Letters), (viii) facilitating the execution and delivery at the Closing of such definitive documents as Buyer may reasonably request (including guarantee and security documents) related to the Debt Financing on the terms contemplated by the Debt Commitment Letters, (ix) reasonably cooperating with Buyer’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Financing, (x) using reasonable best efforts to assist the Financing Sources in benefiting from the existing lending relationships of the Company and its Subsidiaries, (xi) reasonably cooperating with Buyer to the extent within the control of the Company and its Subsidiaries, and taking all organizational actions, subject to the occurrence of the Effective Time, reasonably required requested by Buyer to permit the Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments consummation of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing DateFinancing, and (vixii) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related cooperating with the Financing Sources requests for due diligence to the Alternative Financingextent customary and reasonable. Notwithstanding the foregoing, including (A) such requested cooperation shall not unreasonably interfere with the United Statesbusiness or the ongoing operations of the Company and/or the Company’s Subsidiaries, Cayman Islands and PRC, provided that the information provided hereunder (B) nothing in this Section 7.11 shall be subject require cooperation to the terms extent that it would (x) cause any condition to the Closing set forth in Section 8.1 to not be satisfied or otherwise cause any breach of this Agreement or (y) reasonably be expected to conflict with or violate the Confidentiality Agreement. Neither Company’s organizational documents or any Law, or result in the contravention of, or result in a violation or breach or default under, any Material Contract, (C) neither the Company nor any of its the Company’s Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) required to pay any commitment or other similar fee or incur prior to the Effective TimeClosing or incur or assume any other Liability or obligation in connection with the financings contemplated by the Debt Commitment Letters or the Debt Financing prior to the Closing, (yD) prior to incur the Closing, none of the directors or managers of the Company, acting in such capacity, shall be required to execute, deliver or enter into or perform any expense unless such expense agreement, document or instrument, including any Debt Financing Agreement, with respect to the Debt Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is reimbursed by Parent promptly after incurrence thereofobtained that would become operative prior to the Closing and (E) none of the Company, the Company’s Subsidiaries or their respective managing members, directors, managers, officers or employees shall be required to execute, deliver or enter into, or (z) perform any agreement, document or instrument, including any Debt Financing Agreement, with respect to take, or commit to taking, any action the Debt Financing that is not contingent upon the Closing or that would subject it to actual or potential liability be effective prior to the Effective TimeClosing and the managing members, directors and managers of the Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which are effective prior to the Closing. The Company hereby consents to the use of its and the Company’s Subsidiaries’ logos in connection with the Financing contemplated by the Commitment Letters; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or the Company’s Subsidiaries.

Financing Assistance. (a) Prior From the date hereof until the Closing Date, U.S. Seller agrees to the Closing, the Company shalluse reasonable best efforts to provide, and shall use commercially cause the Group Companies and their respective officers, directors and employees to use, reasonable best efforts to cause provide and shall use its reasonable best efforts to direct its and their respective Representatives to provide, in each of its Subsidiaries tocase at Purchaser’s sole expense, provide such cooperation as may be reasonably requested by Parent Purchaser that is necessary and customary for financings of the type contemplated in connection with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere any debt financing as may be obtained by Purchaser in connection with the operations of Transaction (the Company and its Subsidiaries“Debt Financing”), including using reasonable best efforts to to: (i) as promptly as reasonably practicable furnish to Parent Purchaser and Merger Sub prospective lenders (A) the Business Carveout Financial Statements and (B) the unaudited balance sheet of the Business and the Financing Sources all Required related unaudited statements of income as of the last day of each fiscal quarter ended more than 45 days prior to Closing (it being understood, for the avoidance of doubt, that no audit or note review procedures shall be required to be performed on or with respect to the financial statements that are the subject of this clause (i)(B)); provided that (1) Sellers and the Group Companies shall only be obligated to deliver such information to the extent such information may be obtained from the Books and Records of Sellers and the Business without undue effort or expense and without any delay in timing of the consummation of the transactions contemplated by this Agreement and (2) Sellers and the Group Companies shall not be obligated to furnish any of the Excluded Information, ; (ii) upon reasonable prior notice and at reasonable times and locations to be mutually agreed, cause members of management of the Business to participate in a reasonable number of meetingsmeetings and presentations with prospective lenders, presentations, due diligence and sessions with the Financing Sources and cooperate reasonably ratings agencies, in each case in connection with the Debt Financing Sources’ due diligence, and only to the extent customary and reasonable customarily needed for the Alternative Financing, syndicated credit financings; (iii) cause members of management of the Business to reasonably (A) assist Purchaser in its preparation of any bank information memoranda and related lender presentations and identify any portion of the extent customary and information set forth in accordance with applicable Lawany of the foregoing that would constitute material, facilitate non-public information if the providing of guarantees and granting of Company were a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Timepublic reporting company, (ivB) using commercially reasonable efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company deliver customary authorization letters with respect to solvency matters the bank information memoranda, (C) assist Purchaser in its preparation of materials for rating agency presentations; provided that any such bank information memoranda, lender presentations, offering memorandum or similar documents that includes disclosure and financial statements with respect to the extent reasonably required Business shall only reflect Purchaser as the obligor(s) and no such bank information memoranda, lender presentations or materials shall be issued by Sellers, their Subsidiaries or the Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing DateGroup Companies, and (viD) furnish all documentation solely with respect to financial information and other data derived from the Business’s historical Books and Records, provide information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices to allow Purchaser to prepare the pro forma financial information and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time.pro forma financial

Financing Assistance. (a) Prior The Company agrees to use its reasonable best efforts to deliver to Parent and the Debt Financing Sources the Required Information upon such information becoming available (it being understood that (A) to the Closingextent any Required Information is contained in any Company Reports, such inclusion shall constitute delivery to Parent and Merger Sub hereunder and (B) notwithstanding anything to the contrary, in no circumstances shall the Company shallbe required to provide any financial statements hereunder that are not required to be included in any Company Reports, including any Company Reports filed after the date hereof), and in addition, to use reasonable best efforts to provide, and shall use commercially its reasonable best efforts to cause each of its Subsidiaries toto and cause its and their respective Representatives, provide such including legal and accounting, to use reasonable best efforts to provide, to Parent and the Debt Financing Sources, at Parent’s sole cost and expense (other than in respect of the Required Information), all customary cooperation as may be reasonably requested in writing by Parent and the Debt Financing Sources to cause the conditions in connection the Debt Commitment Letter to be satisfied or as otherwise reasonably requested, in each case, solely with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with the operations of respect to information regarding the Company and its Subsidiaries), in connection with the Financing, including using its reasonable best efforts to to: (i) as promptly as reasonably practicable furnish upon reasonable prior notice and at times and locations to Parent and Merger Sub and the Financing Sources all Required Informationbe mutually agreed, (ii) participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; provided that the Company and its Representatives shall not be required to participate in more than one road show or similar meeting in respect of marketing bond offerings; (ii) deliver to Parent and the Debt Financing Sources from time to time such financial and other information regarding the Company and its Subsidiaries as may be reasonably required by Parent in the preparation of materials by Parent for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, and reasonably cooperate with updating and correcting any Required Information in order to ensure such Required Information remains Compliant; (iii) assist Parent and the Debt Financing Sources in their preparation of offering documents for any portion of the Debt Financing, including identifying any portion of the information that constitutes material, non-public information, and cooperate reasonably including delivering customary representation and authorization letters with respect to and in accordance with the Debt Commitment Letter, including materials for ratings agency presentations; (iv) cooperate with the marketing (including cooperating in obtaining customary ratings) and due diligence efforts of Parent and the Debt Financing Sources’ due diligence, to Sources in connection with the extent customary and reasonable for the Alternative Debt Financing, ; (iiiv) to the extent customary requested at least ten business days prior to the Closing, furnish Parent or the Debt Financing Sources at least three business days prior to the Closing with all documentation and other information as reasonably requested by the Debt Financing Sources that is required in accordance connection with applicable Law“know your customer”, facilitate “beneficial ownership” and anti-money laundering rules and regulations; (vi) assist in facilitating the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, (provided that no such definitive documents in this clause (iii) security interest shall be effective until prior to Closing); (vii) cause its independent accountants to deliver customary comfort letters (including as to customary “negative assurance” and change period comfort) with respect to any financial statements included in the Effective Time, Required Information and (ivviii) using commercially reasonable efforts assist in obtaining customary payoff letters relating to obtain a certificate the repayment of the chief financial officer or person performing similar functions any existing third party indebtedness for borrowed money of the Company or its Subsidiaries required by the Debt Commitment Letter (as of the date hereof) to be repaid on or coincidental with respect the Closing and, upon repayment of such indebtedness, termination of any related Encumbrances securing any such obligations to solvency matters be repaid; provided, however, that, in each case, nothing herein shall require such cooperation to the extent reasonably required by it would interfere unreasonably with the Financing Sourcesbusiness or operations of the Company or any of its Subsidiaries, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related cause significant competitive harm to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject Company or any of its Subsidiaries or create an unreasonable risk of harm to the terms any property or assets of the Confidentiality Agreement. Neither Company and its Subsidiaries; and provided, further, that neither the Company nor any of its Subsidiaries shall (A) be required, under the provisions of this Section 6.08 required to pay or otherwise in connection with any Alternative Financing, (x) commit to pay any commitment or other similar fee fee, bear any cost or expense or make any other payment or incur any other liability prior to the Effective TimeClosing Date (other than with respect to delivering customary authorization letters) or agree or agree to provide any indemnity in connection with the Financing or any of the foregoing matters, (yB) have any liability or obligation under any loan agreement, indenture and related documents, unless and until the Closing occurs (other than with respect to incur delivering customary authorization letters), (C) be required to take any expense unless such expense action that would subject any of the Company’s or its Subsidiaries’ respective directors, managers, officers, employees, accountants, legal counsel or other Representatives to any personal liability, (D) be required to take any action that will conflict with or violate the Company’s or any Subsidiary’s Constituent Documents as in effect on the date hereof, any material contracts to which the Company or any Subsidiary is reimbursed by Parent promptly after incurrence thereofa party in effect on the date hereof, or any Laws, (zE) to taketake any corporate action (including any approvals of its board of directors or similar body), or commit to taking, (F) take any other action that is not contingent upon the Closing or would subject enter into or execute any agreement or document (other than with respect to delivering customary authorization letters), (G) waive or amend any term of this Agreement or any other contract to which it to actual is a party or potential liability prior take any action in respect of the Financing to the Effective Timeextent that such action would cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise result in a breach of this Agreement by the Company or (H) provide any information the disclosure of which is prohibited or restricted under any Laws. 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 that is not intended to nor 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 and its or their marks.