Common use of Financing Assistance Clause in Contracts

Financing Assistance. Prior to the Closing, the Company shall, and shall cause its Subsidiaries and its Representatives to, 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 and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such 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 financial and other pertinent information regarding the Company and its Subsidiaries, including 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; (iv) participating in meetings, presentations, due diligence sessions and similar sessions, including with potential lenders as 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 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); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at 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 the Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 shall not require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing prior to the Closing 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, including expenses associated with attending meetings, presentations or similar sessions. Parent and its affiliates shall not use the Company’s or its Subsidiaries logos in connection with the Debt Financing without the prior written consent of the Company.

Financing Assistance. (a) Prior to the Closing, the Company shallshall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its the Company Subsidiaries and its Representatives and their respective officers, employees and representatives to, reasonably cooperate with Parent or its financing sources assist Purchaser in connection with the satisfaction arrangement of any financing to be consummated prior to or contemporaneously with the Closing in respect of the conditions set forth transactions contemplated by this Agreement, including any refinancing or replacement of any existing, or the arrangement of any new, facility for Indebtedness of the Company and its Subsidiaries. Without limiting the generality of the foregoing, such cooperation shall include using commercially reasonable efforts to (i) participate in meetings, due diligence sessions and road shows, (ii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iii) obtain comfort letters of accountants and legal opinions, and (iv) otherwise make available documents and information relating to the Debt Financing CommitmentCompany and its Subsidiaries, includingin each case, as may be reasonably requested by Purchaser. (b) Without limiting the generality of the foregoing, for each fiscal month, quarter and year ending between the date of this Agreement and the Recapitalization Effective Time, the Company will use commercially reasonable effects to deliver to Purchaser: (i) unaudited monthly consolidated financial statements for Team and its Subsidiaries within 30 days after the end of each fiscal month; (ii) unaudited quarterly consolidated financial statements, including notes, for Team and its Subsidiaries within 45 days after the end of each fiscal quarter, reviewed by Ernst & Young LLP pursuant to SAS 100, together with a letter of Ernst & Young LLP to the effect that they have performed a review of such financial statements as described in SAS 100, and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; (iii) audited annual consolidated financial statements for Team and its Subsidiaries within 90 days after the end of any fiscal year (the financial statements referred to in clause (ii) and (iii), the “Pre-Closing Financial Statements”); and (iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. (c) Without limiting the generality of the foregoing, the Company shall cause Team to: (i) causing prepare an appropriate notice of redemption for all of Team’s outstanding 9% Senior Subordinated Notes due 2012 (the Company “Notes”); (ii) use its commercially reasonable efforts to cause the Trustee (as defined in Indenture, dated as of March 23, 2004, between Team and The Bank of New York (the “Indenture”)) to agree to proceed with the redemption of the Notes on notice of 30 days or less and, in any event, provide such notice and take any such action as is necessary or appropriate to cause the Trustee to mail the notice of redemption to the holders of the Notes on the date of the Closing; (iii) prepare appropriate instructions to the Trustee directing it to apply the deposited money toward the payment of the Notes on the redemption date; (iv) use its Subsidiaries commercially reasonable efforts to execute obtain an officer’s certificate stating that, subject to delivery of funds as arranged by Purchaser, all conditions precedent to the satisfaction and deliver customary guaranteedischarge of the Notes have been satisfied; (v) use its commercially reasonable efforts to obtain an appropriate opinion of counsel stating that, pledge subject only to delivery of funds as arranged by Purchaser, all conditions precedent to the satisfaction and security documents discharge of the Notes have been satisfied; and related solvency (vi) use its commercially reasonable efforts to take all other actions and officer certificates or prepare all other documents as may be reasonably requested necessary or appropriate to prepare to issue as of the Closing an irrevocable redemption notice for the Notes (subject to delivery of funds as arranged by Parent and otherwise reasonably facilitating Purchaser). (d) Notwithstanding anything in this Agreement to the guaranteeing of obligations and the pledging of collateral (provided that no obligations of contrary, this Section 5.04 shall not require the Company or its Subsidiaries or its Representatives under any such 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 financial and other pertinent information regarding the Company and its Subsidiaries, including information required by regulatory authorities including under applicable “know your customer” and anti-money-laundering rules and regulations; (iii) permitting Subsidiaries to materially interrupt 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 conduct of establishing collateral arrangements; (iv) participating in meetings, presentations, due diligence sessions and similar sessions, including with potential lenders as 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 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); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at 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 the Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 shall not require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing prior to the Closing 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, including expenses associated with attending meetings, presentations or similar sessions. Parent and its affiliates shall not use the Company’s or its Subsidiaries logos in connection with the Debt Financing without the prior written consent of the Companytheir business.

Financing Assistance. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, on a timely basis, provide cooperation, to the extent reasonably cooperate with requested by Parent or its financing sources in writing, in connection with the satisfaction Debt Financing or any other debt, equity, equity-linked or other financing of Parent or any of its Subsidiaries in connection with the Merger and the other transactions contemplated hereby. Without limiting the generality of the conditions foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to: (a) furnish, or cause to be furnished, to Parent (A) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity of the Company for each of the three most recently completed fiscal years of the Company ended at least sixty (60) days prior to the Closing Date prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year and (B) unaudited condensed consolidated balance sheets and related unaudited condensed consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity of the Company for each subsequent fiscal quarter of the Company ended at least forty (40) days before the Closing Date (other than the fourth quarter of any fiscal year) prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and reviewed (AS 4105) by the Company’s independent public accountants; it being understood and agreed that any such financial statements that have been filed with the SEC shall be deemed to have been furnished to Parent for purposes of this clause (a); (b) (i) provide to Parent or any of its Subsidiaries ,such other historical financial data and other historical financial information regarding the Company and its Subsidiaries reasonably necessary for Parent’s or any of its Subsidiaries’ preparation of any pro forma financial information of the type required by Regulation S-X or Regulation S-K under the 1933 Act for a registered public offering of debt or equity (or equity-linked) securities and (ii) use reasonable best efforts to promptly provide information (financial or otherwise) relating to the Company or any of its Subsidiaries to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, 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 writing to prepare customary offering or information documents to be used for the completion of such financing (it being understood that the Company, its Subsidiaries and its and their respective Representatives shall not be responsible for preparing (A) any pro forma financial statements or (B) any other financial statements (other than as set forth in Section 6.05(a)) that are not readily available or prepared in the Debt ordinary course of its or their respective financial reporting practices); (c) use reasonable best efforts to cooperate with the marketing efforts of Parent and the Financing CommitmentSources, including: including by using reasonable best efforts to cause its management with appropriate experience and expertise to assist, to the extent permitted under Antitrust Laws, in preparation for and to participate in a reasonable number of meetings, due diligence sessions (iincluding accounting due diligence), road shows and sessions with ratings agencies at times and at locations reasonably acceptable to the Company, which times and locations shall be presented to the Company in writing reasonably in advance of such meetings, road shows and sessions; (d) causing use reasonable best efforts to provide reasonable and customary assistance to Parent in the preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents; (e) use reasonable best efforts to obtain and deliver any required consent of the independent accountants of the Company and its Subsidiaries to execute and deliver customary guarantee, pledge and security documents and related solvency and officer certificates use their audit reports with respect to the financial statements furnished pursuant to this Section 6.05 in any registration statement of Parent or other documents as may be reasonably requested by Parent and otherwise reasonably facilitating the guaranteeing any of obligations and the pledging of collateral (provided that no obligations of the Company or its Subsidiaries filed with the SEC relating to such financing or its Representatives under otherwise in connection with any such 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); financing consisting of an offering of securities; (iif) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company and its Subsidiaries, including 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 use reasonable best efforts to evaluate and appraise cause the Company’s and its Subsidiaries’ current assets and liabilities, cash management and independent accountants to (A) participate in a manner consistent with their customary practice in accounting systems and policies and procedures relating thereto for the purpose of establishing collateral arrangements; (iv) participating in meetings, presentations, due diligence sessions and similar sessions, including with potential lenders as reasonably requested by Parent; (v) establishing bank and other accounts and blocked account agreements in connection with such financing and (B) provide customary comfort letters (including “negative assurance” comfort) with respect to financial information related to the foregoing that Company and its Subsidiaries included in any offering document, to the extent such comfort letters are effective after customarily delivered to the Effective Time; (vi) entering into one applicable underwriters, initial purchasers or more credit or other agreements on terms satisfactory to Parent placement agents in connection with any issuance of securities in a capital markets transaction comprising part of such financing; (g) use reasonable best efforts to inform Parent promptly in writing if any member of the Debt Financing immediately prior to Board of Directors of the Effective Time to Company, the extent direct borrowings or debt incurrences by the Company Company’s chief financial officer or any Subsidiary are contemplated by the Debt Financing Commitment (provided that no obligations other executive officer of the Company or its Subsidiaries or its Representatives under (i) concludes that any such 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); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at 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 the Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 shall not require such cooperation to the extent it would interfere unreasonably with the business or operations previously issued financial statement of the Company or any of Subsidiaries included or intended to be used in connection with such financing should no longer be relied upon as per Item 4.02 of Form 8-K under the Exchange Act or (ii) shall have knowledge of any facts as a result of which a restatement of any of the Company’s or any of its Subsidiaries’ financial statements is required or reasonably likely; and (h) provide customary authorization letters to Parent’s or any of its Subsidiaries’ Financing Sources, authorizing the distribution of information to prospective lenders or investors and containing a representation that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries (only to the extent such authorization letters contain customary disclaimers for the Company, its Affiliates and their respective Representatives with respect to responsibility for the use or misuse of the contents thereof). Neither In connection with this Section 6.05, (i) neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or other similar fee or incur any liability or expense in connection with any financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement or any Existing Debt Modification, except such expenses for which Parent or one of its Subsidiaries is obligated to reimburse the Company or, if reasonably requested by the Company, for which funds that are actually necessary to pay such expenses are provided in advance by Parent or one of its Subsidiaries to the Company, (ii) the Company and its Subsidiaries and any persons who are officers or directors of such entities shall not be required to pass resolutions or consents to approve or authorize the execution of such financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement, (iii) no director or officer of the Company or any of its Subsidiaries shall be required to execute any agreement, certificate, document or instrument with respect to such financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement or any Existing Debt Financing Modification, in each case, that would be effective prior to the Closing (other than customary authorization letters and Parent as expressly provided for in Section 6.06), (iv) any required cooperation shall bear all costs and reimburse not unreasonably interfere with the officers and directors ongoing operations of the Company and its Subsidiaries and (v) neither the Company nor any of its Subsidiaries or any of their respective Representatives shall be required to take or cause to be taken any action pursuant to this Section 6.05 that (1) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries; (2) would conflict with (A) the organizational documents of the Company or its Subsidiaries or any material laws or (B) obligations of confidentiality from a third party (not created in contemplation hereof) binding on the Company or its Subsidiaries (provided; that in the event that the Company or its Subsidiaries do not provide information in reliance on the exclusion in this clause (B), the Company and its Subsidiaries shall provide notice to Parent promptly that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)); (3) would require providing access to or disclosing information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries (provided; that the Company shall use reasonable best efforts to allow for such access to the maximum extent that does not jeopardize attorney-client privilege); (4) would require its legal counsel to provide any legal opinions or 10b-5 letters; (5) would require the Company or its Subsidiaries to prepare any projections or forecasts; (6) would require the Company or any of its Subsidiaries to disclose (if not previously publicly disclosed by the Company) any preliminary financial results or “flash numbers”; (7) would reasonably be expected to result in a breach of or a default (with or without notice, lapse of time, or both) under, any Material Contract; (8) would require the Company to file or furnish any reports or information with the SEC in connection with such financing, except, after consultation between Parent and the Company and their Representatives, the furnishing on Current Reports on Form 8-K by the Company of information included in documents with respect to such financing to the extent required in order to satisfy the Company’s Regulation FD disclosure obligations; or (9) would cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability. Parent and its Subsidiaries shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any cooperation under this Section 6.05 and Section 6.06 to the fullest extent permitted by law, other than to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties are the result of (x) the gross negligence, bad faith or willful misconduct of the Company, its Subsidiaries or its or their respective Representatives, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgment, (y) such Person’s material breach of this Agreement or (z) any material misstatement or omission in information provided in writing hereunder by any of the foregoing Persons for use in connection herewith or with any financing or Existing Debt Modification. Parent shall promptly, upon written request by the Company, reimburse the Company or any of its Subsidiaries for all reasonable and documented out-of-pocket costs or expenses they may incur in complying with this Section 6.06, including expenses associated with attending meetings, presentations or similar sessions. Parent and its affiliates shall not use the Company’s or its Subsidiaries logos actually incurred by each such Person in connection with the Debt Financing without cooperation provided under this Section 6.05 or Section 6.06, whether or not the prior written consent of the CompanyMerger is consummated or this Agreement is terminated.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries and its Representatives to, reasonably cooperate with Parent or use 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 their commercially reasonable efforts to execute and deliver provide such customary guarantee, pledge and security documents and related solvency and officer certificates or other documents cooperation as may be reasonably requested by Parent and otherwise reasonably facilitating in writing to assist Parent in arranging, obtaining or syndicating the guaranteeing Debt Financing (which term shall include, for purposes of obligations and this Section 6.03, any of the pledging of collateral permanent financing referred to in the Debt Commitment Letters) (provided that no obligations such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries or its Representatives under any such 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 financial and other pertinent information regarding the Company and its Subsidiaries), including information required by regulatory authorities including under applicable “know your customer” and anti-money-laundering rules and regulations; using commercially reasonable efforts to: (iiii) permitting reasonably cooperate with 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; (iv) participating in meetings, presentations, marketing efforts or due diligence sessions and similar sessionsefforts of Parent or the Financing Sources, including with potential lenders as 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 each case, in connection with the Debt Financing, including using commercially reasonable efforts to cause members of management with appropriate seniority and expertise to participate in a reasonable number of meetings, due diligence sessions, rating agency sessions and road shows, at times and at locations reasonably acceptable to the Company and upon reasonable notice; (ii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, private placement memoranda, prospectuses and other similar documents for the Debt Financing, and as promptly as practicable provide historical financial and other customary information relating to the Company to Parent and the Financing immediately Sources to the extent reasonably requested by Parent, including delivering and consenting to the 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 consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than sixty (60) days prior to the Effective Time 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 consolidated statements of income, comprehensive income and cash flows of the Company for each subsequent fiscal quarter ended more than forty five (45) days prior to the extent direct borrowings or debt incurrences by Closing Date and (C) all other historical financial and other customary information regarding the Company or any Subsidiary are reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt securities offering contemplated by the Debt Financing Commitment or the Alternative Financing (provided that no obligations of provided, that, without limiting the foregoing, nothing in this Section 6.03(a) or Section 6.04 shall require the Company to prepare any pro forma financial information or its Subsidiaries or its Representatives under any such agreementprojections, certificate, document or instrument which shall be effective unless and until the Closing occurs sole responsibility of Parent); (iii) provide to Parent and the foregoing documents shall be held in escrow pending the Closing); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing; (viii) assisting in obtaining consents, landlord waivers and estoppels, non-disturbance agreements and legal opinions; and (ix) furnishing to the lenders Financing Sources promptly, and in any event at least ten four (104) days Business Days prior to the Closing Date, with all documentation and other information about the Company and its Subsidiaries 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 rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 shall not require such cooperation , that is required under any Debt Commitment Letter or any definitive agreement related to the Debt Financing to the extent it would interfere unreasonably such documentation and other information is requested in writing to the Company at least ten (10) Business Days prior to the Closing Date, (iv) 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(ii)(A) in any registration statement of Parent with the business SEC or operations 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 public accounting firm and upon reasonable notice, (v) subject to customary confidentiality provisions and disclaimers, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors, (vi) (A) 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 and if applicable, instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Credit Agreement; provided that any such notice or payoff letter shall be expressly conditioned on the Closing and (B) assist Parent in delivering, on the Closing Date, the supplemental indentures and officers’ certificates required to be delivered under Section 6.1 of each of the applicable Indentures due to the consummation of the Merger, (vii) provide information concerning the Company and its Subsidiaries reasonably necessary for the completion of the definitive documentation for the Debt Financing, including any schedules thereto, (viii) 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 (ix) 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 are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Neither . (b) Notwithstanding the foregoing or anything the contrary set forth in Section 6.04 below, neither the Company nor any of its Subsidiaries shall be required to (i) take or permit the taking of any action pursuant to Section 6.03(a) or Section 6.04 that (A) would require the Company, its Subsidiaries or any Persons who are directors or officers of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing, or any Company Note Offers and Consent Solicitations or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that is effective prior to the Closing, or that would be effective if the Closing does not occur (other than (x) authorization letters contemplated by Section 6.03(a)(v) and (y) to the extent required by Section 6.04, applicable Company Supplemental Indentures and Company Indenture Officers’ Certificates); (B) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries (unless waived by Parent); (C) would require the Company or any of its Subsidiaries to pay any commitment fee or other similar fee prior to the Closing or incur any other expense, liability or obligation in connection with the Debt Financing or any Company Note Offers and Consent Solicitations that is not, subject to the limitations contained therein, subject to reimbursement or is not otherwise indemnified by Parent pursuant to Section 6.03(c); (D) would cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability; or (E) would result in a material violation or breach of, or a default under, any material Contract to which the Company or any of its Subsidiaries is a party, the organizational documents of the Company or its Subsidiaries or any Applicable Law; (ii) provide access to or disclose information that the Company or any of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or (iii) deliver or cause to be delivered any opinion of counsel (other than, to the extent required by Section 6.04 in connection with the entry into a Company Supplemental Indenture, a Company Opinion of Counsel if the trustee under the applicable Indenture that the Company Supplemental Indenture amends requires an opinion of counsel to the Company). Nothing contained in this Section 6.03 or Section 6.04 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing prior or to commence any Company Note Offers and Consent Solicitations. (c) Parent and Merger Sub shall, on a joint and several basis, promptly upon written request by the Closing and Parent shall bear all costs and Company, reimburse the officers Company for all reasonable and directors of the Company and its Subsidiaries for any documented out-of-pocket costs and expenses they may incur in complying with this Section 6.06, (including expenses associated with attending meetings, presentations reasonable attorneys’ fees) incurred by the Company or similar sessions. Parent and its affiliates shall not use the Company’s or any of its Subsidiaries logos in connection with the Debt Financing without or any Company Note Offers and Consent Solicitations or satisfying its obligations under this Section 6.03 or Section 6.04, whether or not the prior written consent Merger is consummated or this Agreement is terminated. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities, reasonable out-of-pocket costs, reasonable out-of-pocket attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with the Debt Financing or any Company Note Offers and Consent Solicitations or otherwise in connection with any action taken by the Company, any of its Subsidiaries or any of their respective Representatives pursuant to this Section 6.03 or Section 6.04 (other than the use of any information provided by the Company, any of its Subsidiaries or any of their respective Representatives in writing for use in connection with the Debt Financing or Company Note Offers and Consent Solicitations), except (A) in the event such losses, claims, damages, liabilities, costs, attorneys’ fees, judgments, fines, penalties and amounts paid in settlement are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the fraud, gross negligence or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives or (B) if this Agreement is terminated by Parent pursuant to Section 10.01(c)(ii). (d) Notwithstanding anything to the contrary in this Agreement, the Company’s breach of any of the covenants required to be performed by it under this Section 6.03 or Section 6.04 will not be considered in determining the satisfaction of the condition set forth in Section 9.02(a) unless such breach is the primary cause of Parent being unable to obtain the proceeds of the Debt Financing at the Closing.

Financing Assistance. Prior (a) Buyer shall use, and shall cause its Affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to keep the Financing Commitment in full force and effect and to arrange the Debt Financing on the terms and conditions described in the Financing Commitment (including any “flex” provisions thereof), including using reasonable best efforts (i) to negotiate and enter into, and keep in effect, the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment (or on other terms acceptable to Buyer, provided such terms do not contain any conditions to funding on the Offer Closing Date and the Closing Date and would not otherwise reasonably be expected to impair or delay the consummation of the Financing), (ii) to satisfy (or cause its affiliates to satisfy) all conditions applicable to Buyer and its Subsidiaries to obtaining the Debt Financing set forth in the Financing Commitment that are within their control and to otherwise comply with all of their obligations under the Financing Commitments, (iii) to enforce the Financing Commitment (including by taking such action necessary to cause each Financing Source thereunder to specifically perform their obligations in accordance with the terms thereof), (iv) to take each of the actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below with respect to itself and its Subsidiaries, and (v) to consummate the Debt Financing contemplated by the Commitment Letter at or prior to the Offer Closing and the Closing, as applicable, including using its reasonable best efforts to cause the Financing Sources to fund the Debt Financing required to consummate the Offer at the Offer Closing and the Merger at the Closing. Buyer and Merger Sub shall not modify, amend, waive, supplement or otherwise alter the Financing Commitment or the definitive agreements with respect thereto or any of the terms thereof, except that Buyer shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of their rights under, the Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion of the Financing Commitment from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Financing Commitment or such definitive agreements that amends the Financing Commitment and/or substitution of all or any portion of the Debt Financing shall not (A) expand upon the conditions precedent to the Debt Financing as set forth in the Financing Commitment or (B) reasonably be expected to prevent, impede or delay the consummation of the Offer and the Merger and the other transactions contemplated hereby. With prior notice to the Company, Buyer shall be permitted to reduce the amount of Debt Financing under the Financing Commitment or the definitive agreements with respect thereto in its reasonable discretion; provided, that Buyer shall not reduce the Debt Financing to an amount committed below the Required Amount; and provided further that such reduction shall not (1) expand upon the conditions precedent to the Debt Financing as set forth in the Financing Commitment or (2) reasonably be expected to prevent, impede or delay the consummation of the Offer and the Merger and the other transactions contemplated hereby. In the event that any portion of the Debt Financing becomes unavailable or Buyer becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable, in each case, on the terms and conditions set forth in the Financing Commitment, and such portion is reasonably required to consummate the Offer and the Merger and the other transactions contemplated hereby, Buyer shall promptly notify Company of such event, and Buyer shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Buyer to consummate the transactions contemplated hereby. Buyer shall deliver to the Company shalltrue and complete copies of all agreements related to such Alternative Financing (excluding fee letters and engagement letters to the extent Buyer is prohibited from providing such letters, or, if not so prohibited, with numerical amounts and other economic terms redacted). (b) The Company shall provide, and shall cause its Subsidiaries and its Representatives toand their respective representatives and advisors, including legal, tax, regulatory and accounting, to provide, such cooperation as is reasonably cooperate with Parent requested by Buyer or its financing sources any Financing Source in connection with the satisfaction of the conditions set forth in the any Debt Financing CommitmentFinancing, includingincluding but not limited to: (i) causing promptly providing, no later than the Company and its Subsidiaries to execute and deliver customary guaranteedate that the Offer is commenced on the terms set forth herein, pledge and security documents and related solvency and officer certificates or other documents as may be reasonably requested by Parent and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such 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 all financial and other pertinent customary information regarding and data relating to the Company and its Subsidiaries, including audited annual and unaudited quarterly financial statements and other information required by regulatory authorities relating to the Company and its Subsidiaries to be included in a confidential information memorandum for prospective lenders necessary to satisfy the requirements of the Financing Commitment relating to the commencement of general syndication of the Debt Financing contemplated thereby (the “Required Information”), (ii) using reasonable best efforts to assist Buyer in preparing (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Buyer and its Subsidiaries (including under applicable “know your customer” the Company and antiits Subsidiaries) as of and for the twelve-moneymonth period ending on the last day of the most recently completed four-laundering rules fiscal quarter period ended at least 45 days prior to the Offer Closing, prepared after giving effect to the Merger as if the Merger had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income), and regulations; (B) pro forma projections giving effect to the Merger, of balance sheets, income statements and cash flow statements on a quarterly basis for the period commencing with the third fiscal quarter of 2011 and ending with the fiscal quarter ending December 31, 2012, and on an annual basis commencing with the 2013 fiscal year through the end of the 2016 fiscal year, (iii) permitting making senior management of the prospective lenders involved in the financing activities to evaluate and appraise the Company’s Company 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; (iv) participating Subsidiaries reasonably available to participate in meetings, presentations, road shows, due diligence sessions and similar sessionssessions with the rating agencies, (iv) assisting in the preparation and delivery, no later than the date that the Offer is commenced on the terms set forth herein, of one or more confidential information memoranda and other marketing materials, (v) using its reasonable best efforts to procure customary certificates, accounting comfort letters (including with potential lenders consents of accountants for the use of their reports in any materials relating to any Debt Financing), legal opinions or such other documents and instruments relating to the Debt Financing 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; Buyer or any Financing Source, (vi) entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the Debt Financing immediately prior providing a representation to the Effective Time to Buyer that the extent direct borrowings or debt incurrences by the Company or any Subsidiary are contemplated by the Debt Financing Commitment (provided that no obligations public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries Affiliates or its Representatives under any such agreementsecurities, 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); (vii) requesting customary payoff lettersassisting Buyer and the Financing Sources in the amendment or termination of, lien terminations and instruments of discharge to be delivered at Closing; (viii) assisting or in obtaining consents, landlord waivers and estoppels, non-disturbance agreements and legal opinions; and (ix) furnishing to any relevant waiver from the lenders promptly, and in any event at least ten (10) days prior to the Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 shall not require such cooperation to the extent it would interfere unreasonably with the business or operations counterparties of the Company or any of its Subsidiaries in relation to, any of the Company’s or any of its Subsidiaries. Neither ’ existing credit agreements, currency or interest hedging agreements, or other agreements (including, for the avoidance of doubt, any arrangements creating security interests), in each case, conditioned upon the occurrence of the Offer Closing and otherwise on terms satisfactory to Buyer and the Company nor and that are reasonably requested by Buyer in connection with the Debt Financing, and (viii) using its reasonable best efforts to ensure that that the syndication efforts benefit from the existing banking relationships of the Company and its Subsidiaries; provided, however, in the case of each of clauses (i) through (viii) above, (A) that none of the Company or any of its Subsidiaries shall be required to pay any commitment fee or similar fee other fee, provide any security, enter into any definitive agreement or incur any other liability or obligation in connection with respect to the Debt Financing Financing, other than as required under clause (vii) above prior to the Effective Time, (B) (I) no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument executed and delivered by the Company or any of its Subsidiaries in the performance of its obligations under clauses (i) through (v) and (viii) above shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to take any action under any such certificate, document or instrument that is not contingent upon the Effective Time (including the entry into any agreement that is effective before the Effective Time) or that would be effective prior to the Effective Time and (II) no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument executed and delivered by the Company or any of its Subsidiaries in the performance of its obligations under clauses (vi) or (vii) above shall be effective until the Offer Closing and Parent none of the Company or any of its Subsidiaries shall bear be required to take any action under any such certificate, document or instrument that is not contingent upon the Offer Closing (including the entry into any agreement that is effective before the Offer Closing), (C) (I) all costs non-public or other confidential information provided by the Company or any of its representatives pursuant to this Section 6.15 shall be kept confidential in accordance with the Confidentiality Agreement, except that Buyer shall be permitted to disclose such information to the Financing Sources and reimburse other potential syndicate members during syndication, subject to customary confidentiality undertakings by such potential syndicate members and (II) the officers Company shall be permitted a reasonable period to comment on any documents or other information circulated to potential Financing Sources that contain or are based upon any such material non-public or other material confidential information, provided, that the Company shall promptly provide any such comments, and directors (D) that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries for any out-Subsidiaries. The Company hereby consents to the reasonable use of-pocket expenses they may incur in complying with this Section 6.06, including expenses associated with attending meetings, presentations or similar sessions. Parent and its affiliates shall not use the Company’s or its Subsidiaries logos in connection with the Debt Financing without the prior written consent of the Company.

Financing Assistance. Prior to the Closing, the (1) The Company shall, and shall cause each of its Subsidiaries and its Representatives to, use commercially reasonable efforts to provide such customary cooperation to the Purchaser as the Purchaser may reasonably cooperate with Parent or its financing sources request in connection with the satisfaction arrangements by the Purchaser to obtain the funding of the conditions set forth Debt Financing as contemplated in the Debt Financing CommitmentCommitment Letter (provided that such 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), includingincluding (and subject to the foregoing), as so requested: (i) causing participating in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions and meetings with prospective lenders and other Financing Sources (including customary one-on-one meetings), investors and ratings agencies; (ii) subject to Laws and any Contract and the Company obtaining of any necessary consents in connection therewith, executing and its Subsidiaries to execute and deliver customary guarantee, delivering any pledge and security documents and related solvency and officer certificates or other definitive financing documents as may be reasonably requested by Parent 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 deemed to include or shall the Company otherwise reasonably facilitating 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 guaranteeing Effective Date, (5) any other information of obligations 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 pledging of collateral Subsidiaries (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such agreementforegoing clauses (1) through (6) is referred to herein as "Excluded Information"), certificate, document or instrument shall be effective unless and until (iv) furnishing the Closing occurs Purchaser and the foregoing documents shall be held in escrow pending the Closing); (ii) furnishing Parent and its financing sources Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries, including information required Subsidiaries reasonably requested by regulatory authorities including under applicable “know your customer” the Financing Sources and anti-money-laundering rules reasonably available to the Company (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 updates thereto for the purpose of establishing collateral arrangements; (iv) participating in meetings, presentations, due diligence sessions and similar sessions, including with potential lenders as reasonably requested by Parent; such Persons), including information in response to due diligence requests of, and otherwise cooperate with 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 deliver such information to the extent 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) establishing assisting in the preparation by the Purchaser of customary bank books, confidential information memoranda, lender and other accounts investor presentations, rating agency presentations and blocked account agreements similar documents required by the Financing Sources in connection with the foregoing that are effective after Financing, including in the Effective Time; preparation of "public side" versions thereof, (vi) entering into one or more credit or other agreements on terms satisfactory to Parent in connection assisting with the Debt Financing immediately prior preparation of, and obtain, execute and deliver customary evidence of authority, customary officer's certificates, customary solvency certificates (including the solvency certificate attached as Annex I to Exhibit C to the Effective Time to the extent direct borrowings or debt incurrences Debt Commitment Letter and customary perfection certificates), customary insurance certificates, in each case, as reasonably requested by the Company or any Subsidiary are contemplated by Purchaser and the Debt Financing Commitment Sources (provided provided, however, that no obligations of the Company or its Subsidiaries or its Representatives under any such 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); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at 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 the Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 shall not require such cooperation to the extent it would interfere unreasonably with the business or operations 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 execution and delivery by the Company and its Subsidiaries, effective only upon the Closing, of any credit agreements, guarantees, pledge and security documents, other definitive financing documents or other certificates or documents contemplated by the Debt Financing and otherwise facilitating the creation and perfection of the security 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 required to: (a) pay or agree to pay any commitment fee commitment, consent or similar other fee or incur any other cost, expense or liability or provide or agree to provide any indemnity, in each case in connection with respect to the Debt Financing any such financing prior to the Closing and Parent shall bear all costs and reimburse 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 officers and directors satisfaction of any condition set forth in Article 6 hereof; (c) commit to take any action that is not contingent on the consummation of the Company and its Subsidiaries for any out-of-pocket expenses they may incur in complying with this Section 6.06, including expenses associated with attending meetings, presentations Arrangement or similar sessions. Parent and its affiliates shall not use that would be effective prior to the Company’s or its Subsidiaries logos in connection with the Debt Financing without the prior written consent of the Company.Effective Time;

Financing Assistance. 5.8.1 Prior to the Closing, the Company Seller shall, and shall in its capacity as shareholder cause its Subsidiaries and its Representatives the Group Companies to, and shall use its reasonable best efforts to cause each of their officers, employees and representatives to, provide to the Purchaser cooperation reasonably cooperate with Parent or its financing sources requested by the Purchaser in connection with the satisfaction arrangement of the conditions set forth in financing of the Debt Financing Commitmenttransactions contemplated by this Agreement (the “Financing”), 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 and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such 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 financial and other pertinent information regarding the Company and its Subsidiaries, including 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; (iv) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and similar sessionssessions with rating agencies; (ii) facilitating customary due diligence as may be reasonably requested, including participating in due diligence calls and meetings; (iii) assisting with potential lenders the timely preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing; (iv) furnishing, to the extent reasonably practicable, the Purchaser and its financing sources with relevant information (including customary audited and unaudited financial statements and assistance in the conversion of financial statements prepared under the current applicable accounting standards to U.S. Generally Accepted Accounting Principles) regarding the Group Companies as is necessary, customary or advisable in connection with the Financing; (v) using reasonable best efforts to obtain accountants’ comfort letters and consents as reasonably requested by Parentthe Purchaser; (v) establishing bank and other accounts and blocked account agreements in connection with the foregoing that are effective after the Effective Time; and (vi) entering into one or more credit or other agreements on terms satisfactory to Parent the Purchaser in connection with the Debt Financing immediately prior to the Effective Time Closing 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 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); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at 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 the Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 shall not require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be are required to pay any commitment fee or similar fee or incur any liability with respect to by the Debt Financing prior to Purchaser’s financing sources; 5.8.2 The Purchaser shall, promptly upon the Closing and Parent shall bear all costs and written request of the Seller, reimburse the officers and directors of Seller, the Company and its Subsidiaries the Subsidiaries, as applicable, for any all documented out-of-pocket expenses they may incur in complying with this Section 6.06costs incurred by the Seller, including expenses associated with attending meetings, presentations the Company or similar sessions. Parent and its affiliates shall not use the Company’s or its Subsidiaries logos any Affiliate thereof in connection with the Debt Financing without the prior written consent cooperation provided for in this Clause 5.8 (such reimbursement to be made promptly and in any event within ten (10) Business Days of the Companydelivery of reasonably acceptable documentation evidencing such expenses).

Financing Assistance. Prior to the Closing, in the Company shallevent 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 Representatives toand their directors, reasonably cooperate with Parent or its financing sources officers, employees, agents and representatives to cooperate), in connection with the satisfaction of the conditions set forth in the Debt Financing Commitmenteach case, including: (i) causing the Company at Buyer’s sole cost and its Subsidiaries to execute and deliver customary guaranteeexpense, pledge and security documents and related solvency and officer certificates or other documents as may be reasonably requested by Parent and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such 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 financial and other pertinent information regarding the Company and its Subsidiaries, including 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; (iv) participating in meetings, presentations, due diligence sessions and similar sessions, including with potential lenders as 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 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 immediately 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 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 agreement, certificate, document or instrument shall be effective unless Closing Date and until the Closing occurs and the foregoing documents shall be held in escrow pending the Closing); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at 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 drafts thereof within a reasonable time period prior to the contemplated Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The provisions of this Section 6.06 ; provided that nothing herein shall not require such cooperation to the extent it would unreasonably interfere unreasonably 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 its Subsidiaries. Neither their respective representatives shall, 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 nor any of Group or its Subsidiaries shall representatives, as applicable, (3) be required to pay any commitment fee fees or similar fee 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 with respect or any obligation under any definitive Debt Financing agreement or any related document or other agreement or document related to the Debt Financing prior to the Closing and Parent shall bear all costs and reimburse the officers and directors Financing, other than any such Liability or obligation of a member of the Company and its Subsidiaries for Group following the Closing, (6) be required to incur any out-of-pocket expenses they may incur in complying with this Section 6.06, including expenses associated with attending meetings, presentations or similar sessions. Parent and its affiliates shall not use the Company’s or its Subsidiaries logos other Liability in connection with the Debt Financing without the prior written consent Financing, other than any other Liability incurred by member of the CompanyCompany 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 provide such information in a manner which would not contravene any such Contract or Law or jeopardize such privilege or confidentiality obligation), (8) be required to issue a private placement memorandum, confidential information memorandum or prospectus (and no such private placement memorandum or prospectus shall reflect a member of the Company Group as the issuer), (9) be required to issue any offering or information document or provide or deliver any legal opinion prior to the Closing, or (10) be required to participate in “road shows” or similar sales or marketing events.

Financing Assistance. Prior to the Closing, the Company shall, and shall cause its the Company Subsidiaries and its Representatives Representatives, including, in each case, legal, tax, regulatory and accounting, to, cooperate as reasonably cooperate with requested by Parent or its financing sources in connection with the satisfaction of the conditions set forth in the Debt Commitment Letter, the arrangement and syndication of the Debt Financing Commitmentand the Debt Payoff, including: (i) assisting with the preparation of materials, and confirmation of the information provided therein, for rating agency presentations, bank information memoranda, bank syndication materials and similar documents required in connection with the preceding; (ii) causing Company and 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 (including certificates of the chief financial officer of Company and each Company Subsidiary with respect to customary matters for use in their reports in any materials relating to the preceding) and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral (provided that no obligations of Company or the Company or its Subsidiaries or its Representatives under any such 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 Closingoccurs); (iiiii) furnishing Parent and its financing sources with financial and other pertinent information regarding Company and the Company Subsidiaries (including historical and its Subsidiariespro forma financial statements and information, financial projections and prospects), including information required by regulatory authorities including under applicable “know your customer” and anti-money-laundering rules and regulations; (iiiiv) permitting the prospective lenders involved in the financing activities to evaluate and appraise the Company’s and its the Company Subsidiaries’ current assets and liabilities, cash management and accounting systems and policies and procedures relating thereto for the purpose of establishing collateral arrangements; (ivv) participating in meetings, drafting sessions, presentations, due diligence sessions and similar sessions, including with rating agencies and potential lenders as reasonably requested by Parent; (vvi) establishing bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing that are effective after the Effective Time; (vivii) 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 Company Subsidiary are contemplated by the Debt Financing Commitment Letters (provided that no obligations of Company or the Company or its Subsidiaries or its Representatives under any such 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 Closingoccurs); (viiviii) taking, or appointing a Parent’s Representative to take, all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing (including the syndication thereof) and to permit the proceeds thereof to be made available to Parent; (ix) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at ClosingClosing to allow for the Debt Payoff; (viiix) assisting in obtaining public corporate credit ratings for the Debt Financing; (xi) assisting in obtaining consents, landlord waivers and estoppels, non-disturbance agreements and agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance; and (ixxii) furnishing to the lenders Debt Financing Sources promptly, and in any event at least ten (10) days prior to the Closing Date, with all documentation and other information required by Governmental Government Authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (xiii) providing authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities; and (xiv) providing access to, and requesting the cooperation of, trustees, agents and other relevant parties in connection with any repayment of outstanding indebtedness of the Company or any of the Company Subsidiaries required to be completed prior to or promptly following the Closing. The provisions of this Section 6.06 5.17 shall not require such the cooperation of Company or the Company Subsidiaries or its Representatives to the extent it would interfere unreasonably with the business or operations of the Company or any of its SubsidiariesCompany Subsidiary. Neither the Company nor any of its Subsidiaries Company Subsidiary shall be required to pay any commitment fee or similar fee or to incur any liability with respect to the Debt Financing contemplated by the Debt Commitment Letters prior to the Closing Closing. Company hereby consents to the use of its 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, including expenses associated with attending meetings, presentations or similar sessions. Parent and its affiliates shall not use the Company’s or its Subsidiaries Subsidiaries’ logos in connection with the Debt Financing without (including the prior written consent arrangement and syndication thereof), provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage Company or any Company Subsidiary or the reputation or goodwill of Company or any Company Subsidiary. Notwithstanding the Companyprovisions of Section 5.3, Parent and Merger Sub shall be permitted to disclose confidential information regarding Company and the Company Subsidiaries to potential sources of capital, rating agencies, prospective lenders and investors and their respective representatives in connection with the Debt Financing so long as such Persons agree to be bound by customary confidentiality undertakings reasonably satisfactory to Company and of which Company shall be a beneficiary.