Common use of Debt Financing Clause in Contracts

Debt Financing. The Company agrees to use its reasonable best efforts to provide such customary assistance (and to use its reasonable best efforts to cause its personnel and advisors to provide such customary assistance) with the Debt Financing as is reasonably requested by Parent. Such reasonable best efforts to provide such assistance shall include (but not be limited to) each of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources in connection with the marketing and syndication of the Debt Financing, including a customary “public side” confidential information memorandum, a customary “private side” confidential information memorandum, and a customary lender presentation regarding the Company and delivery of customary authorization letters and confirmations in connection with the foregoing authorizing the distribution of information to prospective lenders and with respect to the presence or absence of material non-public information and material accuracy of the information contained therein, (iii) participation by senior management of the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agencies, (iv) the prompt delivery to Parent and the Debt Financing Sources of such customary historical financial information and other historical information about the Company as is reasonably requested by Parent from time to time, including the historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding of the Debt Financing and the historical financial information necessary in order to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent to the funding of the Debt Financing, (v) delivery and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent no later than nine (9) Business Days prior to the Closing Date and (B) with beneficial ownership certifications and any other information required pursuant to 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of the Company in the negotiation, preparation and execution of the definitive documentation in respect of the Debt Financing and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary closing documents), (vii) to the extent required by the Debt Financing, facilitation of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary corporate action as Parent may request to authorize and/or permit the consummation of the Debt Financing (subject to the occurrence of the Closing) and (ix) ensuring that the syndication efforts in respect of the Debt Financing benefit materially from any existing commercial lending relationships of the Company. The Company hereby consents to the use of all of its logos in connection with the Debt Financing; provided that such logos are used solely in a customary manner that is not intended to, or reasonably likely not to, harm or disparage the Company or the reputation or goodwill of the Company. Notwithstanding any other provision of this Agreement to the contrary, (a) neither the Company nor any of its personnel or advisors shall be required to provide any such assistance which would unreasonably interfere with the ongoing operations of the Company and (b) the Company shall not be required to provide any financial or other information that is not readily available to the Company and shall not be required to provide or prepare projections or similar forward-looking information (it being understood and agreed that the Company shall provide any historical information that is readily available to the Company and reasonably requested by Parent that is necessary for Parent to prepare any projections or similar forward-looking information). All such assistance referred to in this Section 6.17 shall be at Parent’s sole cost and expense and on the Closing Date or termination of this Agreement, upon the written request of the Company, Parent shall promptly reimburse the Company for any such reasonable documented and out-of-pocket expenses incurred in complying with, or providing the assistance contemplated by, this Section 6.17. Such assistance shall not require the Company or any of its Affiliates to agree to any contractual obligation relating to the Debt Financing (other than in respect of any authorization letters) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company upon the termination of this Agreement. Parent shall indemnify and hold harmless the Company and its Affiliates, directors, officers, employees and agents from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the Debt Financing or any assistance or activities provided or any information or logos of the Company used in connection therewith except to the extent (i) directly resulting from the gross negligence and/or fraud of the Company and/or any of its directors, officers, employees and agents or (ii) directly resulting from the Willful Breach of this Section 6.17 by the Company and/or any of its Affiliates, directors, officers, employees and agents. In addition, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a manner consistent with Regulation FD) with respect to any material, non-public information with respect to the Company, any of its subsidiaries or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the provision of such information to “public side” lenders has been consented to by the Company.

Debt Financing. The (a) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9.1, the Company agrees Equityholder shall cause the Company Group to use its their commercially reasonable best efforts to provide such customary assistance (to Parent and to use its reasonable best efforts to cause its personnel and advisors to provide such customary assistance) with Merger Sub, at the Debt Financing sole expense of Parent, as is reasonably requested by ParentParent in connection with the Debt Financing. Such commercially reasonable best efforts to provide such assistance shall include (but not be limited to) each of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources in connection with the marketing and syndication of the Debt Financing, including a customary “public side” confidential information memorandum, a customary “private side” confidential information memorandum, and a customary lender presentation regarding the Company and delivery of customary authorization letters and confirmations in connection with the foregoing authorizing the distribution of information to prospective lenders and with respect to the presence or absence of material non-public information and material accuracy of the information contained therein, (iii) participation by senior management of the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agencies, (iv) the prompt delivery to Parent and the Debt Financing Sources of such customary historical financial information and other historical information about the Company as is reasonably requested by Parent from time to time, including the historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding arrangement of the Debt Financing and the historical Marketing Efforts related thereto, including furnishing to Parent and its Debt Financing Sources, as promptly as is reasonably practicable following Parent’s request, such pertinent and customary information (including financial information statements) as may be reasonably necessary in order to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent to the funding of arrange the Debt FinancingFinancing and consummate the Marketing Efforts or assemble the Marketing Material, (vii) delivery and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent no later than nine (9) Business Days on or prior to the Closing Date to Parent of the Ancillary Financing Documents and (Biii) with beneficial ownership certifications and any other information required pursuant to 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of the Company in the negotiation, preparation and execution of the definitive documentation in respect of the Debt Financing and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and providing such other customary closing documents), (vii) information as the Parent may reasonably request with respect to the extent required by the Debt Financing, facilitation of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary corporate action as Parent may request to authorize and/or permit the consummation of the Debt Financing (subject to the occurrence of the Closing) and (ix) ensuring that the syndication efforts in respect of the Debt Financing benefit materially from any existing commercial lending relationships of the Company. The Company hereby consents to Parent’s and Merger Sub’s the use of all of its the Company Group’s respective logos in connection with the Debt FinancingFinancing in a form and manner mutually agreed in advance with Company; provided provided, however, that such logos are used solely in a customary manner that is not intended to, or reasonably likely not to, harm or disparage any of the Company Group or the their reputation or goodwill of the Companygoodwill. Notwithstanding any other provision of this Agreement to the contrary, (a) neither none of the Company nor any of its Group or their respective personnel or advisors shall be required to provide any such assistance or cooperation contemplated by the foregoing sentences of this Section 6.9(a) which the Company Equityholder reasonably believes would (A) unreasonably interfere with the businesses or ongoing operations of any of the Company and Group, (bB) require the Company shall Equityholder or any of the Company Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing, (C) result in a breach or violation of any confidentiality arrangement or material agreement or the loss of any legal or other privilege, (D) cause any representation or warranty in this Agreement to be breached or any condition to Closing set forth in ARTICLE VIII to not be required satisfied, (E) cause any director, manager, officer, employee or equityholder of the Company Equityholder or any of the Company Group (or any of their respective Associated Persons) to provide incur any financial personal liability, (F) require the directors or other information managers of the Company Equityholder or any of the Company Group, acting in such capacity, to authorize or adopt any resolutions approving any of the Debt Financing Documents prior to the Closing, (G) require the Company Equityholder, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not readily available contingent upon the Closing or that would be effective prior to the Company and shall not be required Closing, (H) provide access to provide or prepare projections or similar forward-looking disclose any information (it being understood and agreed that the Company shall provide Equityholder or any historical information that is readily available to of the Company and Group determines in its good faith opinion would jeopardize any attorney-client privilege of any of them or (I) take any action that would reasonably requested be expected to conflict with or violate this Agreement, any Governing Documents of the Company Equityholder or any of the Company Group, any applicable Laws or any Contracts to which the Company Equityholder or any of the Company Group is a party or by Parent that which any of their respective assets or properties is necessary for Parent to prepare any projections or similar forward-looking information)bound. All such assistance referred to in this Section 6.17 6.9 shall be at Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense expense, and on the Closing Date or termination of this Agreement, upon the written request of the Company, Parent shall promptly reimburse the Company Equityholder and the Company Group for any such reasonable all documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by them in complying withconnection with such assistance. For the avoidance of doubt, or providing the assistance contemplated by, this Section 6.17. Such such assistance shall not require the Company Equityholder, the Company Group or any of its their respective Affiliates to agree to any contractual obligation or otherwise incur any liability relating to the Debt Financing (other than in respect of any authorization letters) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company Equityholder, the Company Group or any of their respective Affiliates upon the termination of this Agreement. None of the Company Equityholder, the Company Group or any of their respective Affiliates shall be required to make any representation or warranty in connection with the Debt Financing or the Marketing Efforts. Neither the Company Equityholder nor any of its Affiliates shall have any obligations under this Section 6.9 following the Closing. Parent shall indemnify indemnify, defend and hold harmless the Company Equityholder, the Company Group and its Affiliates, directors, officers, employees and agents their respective Associated Persons from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties losses suffered or incurred by them in connection with the Debt Financing or any assistance or activities provided in connection therewith, including the performance of their obligations under this Section 6.9, except in the event such liability and losses arose out of or resulted from the willful misconduct or gross negligence of any information or logos such Persons and except for liability of the Company used Group after the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Parent, Merger Sub or the Debt Financing Sources pursuant to this Section 6.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that such information may be disclosed to “private side” lenders (and their counsel) that agree to customary confidentiality obligations in connection therewith except with the Marketing Efforts. Notwithstanding any other provision of this Agreement to the extent (i) directly resulting from contrary, it is understood and agreed by the gross negligence and/or fraud Parties that the conditions set forth in Section 8.2(b), as applied to the Company Equityholder’s and Company’s obligations under this Section 6.9(a), shall be deemed to be satisfied unless the Debt Financing has not been obtained as a direct result of the Company and/or any Equityholder’s and Company’s intentional and material breach of its directors, officers, employees and agents or (ii) directly resulting from the Willful Breach of their respective obligations under this Section 6.17 by 6.9(a). Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the provisions contained in this Section 6.9(a) represent the sole obligations of the Company and/or any of its Affiliates, directors, officers, employees and agents. In additionEquityholder, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a manner consistent with Regulation FD) Group and their respective personnel and advisors with respect to assistance and cooperation in connection with the arrangement of any material, non-public information financing (including the Debt Financing) to be obtained by Parent or Merger Sub with respect to the Companytransactions contemplated by this Agreement, any of its subsidiaries or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such information to “public side” lenders has been consented to by the Companyobligations.

Debt Financing. The (a) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 10.1, Seller shall cause the Company agrees Group to use its their commercially reasonable best efforts to provide such customary assistance (and to use its reasonable best efforts to cause its personnel and advisors to provide such customary assistance) with Purchaser, at the Debt Financing sole expense of Purchaser, as is reasonably requested by ParentPurchaser in connection with the Debt Financing. Such commercially reasonable best efforts to provide such assistance shall include (but not be limited to) each of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources in connection with the marketing and syndication of the Debt Financing, including a customary “public side” confidential information memorandum, a customary “private side” confidential information memorandum, and a customary lender presentation regarding the Company and delivery of customary authorization letters and confirmations in connection with the foregoing authorizing the distribution of information to prospective lenders and with respect to the presence or absence of material non-public information and material accuracy of the information contained therein, (iii) participation by senior management of the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agencies, (iv) the prompt delivery to Parent and the Debt Financing Sources of such customary historical financial information and other historical information about the Company as is reasonably requested by Parent from time to time, including the historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding arrangement of the Debt Financing and the historical Marketing Efforts related thereto, including furnishing to Purchaser and its Debt Financing Sources, as promptly as is reasonably practicable following Purchaser’s request, such pertinent and customary information (including financial information statements) as may be reasonably necessary in order to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent to the funding of arrange the Debt FinancingFinancing and consummate the Marketing Efforts or assemble the Marketing Material, (vii) delivery and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent no later than nine (9) Business Days on or prior to the Closing Date and (B) with beneficial ownership certifications and any other information required pursuant to 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of the Company in the negotiation, preparation and execution of the definitive documentation in respect Purchaser of the Debt Financing Documents and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary closing documents)Ancillary Financing Documents, (viiiii) cooperating with Purchaser to satisfy the Debt Financing Condition to the extent required by within the Debt Financing, facilitation reasonable control of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary Company Group and take all corporate action as Parent may request actions reasonably requested by Purchaser to authorize and/or permit the consummation of the Debt Financing (subject and to permit the occurrence of the Closing) proceeds thereof to be made available at Closing and (ixiv) ensuring that the syndication efforts in providing such other customary information as Purchaser may reasonably request with respect of to the Debt Financing benefit materially from any existing commercial lending relationships of (including financial statements and other financial data and financial information and operating data required to consummate the CompanyDebt Financing). The Company hereby consents to the Purchaser’s use of all of its the Company Group’s respective logos in connection with the Debt Financing; provided that such logos are used solely Financing in a customary form and manner that is not intended to, or reasonably likely not to, harm or disparage the Company or the reputation or goodwill of the mutually agreed in advance with Company. Notwithstanding any other provision of this Agreement to the contrary, (a) neither none of the Company nor any of its Group or their respective personnel or advisors shall be required to provide any such assistance or cooperation contemplated by the foregoing sentences of this Section 7.9(a) which Seller reasonably believes would unreasonably (i) materially interfere with the Business or ongoing operations of any of the Company and Group, (bii) require Seller or any of the Company shall Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing, (iii) result in a breach or violation of any confidentiality arrangement or material agreement or the loss of any material legal or other privilege, (iv) cause any representation or warranty in this Agreement to be breached in any material respect or any condition to Closing set forth in ARTICLE IX to not be required satisfied, (v) cause any director, manager, officer, employee or stockholder of the Seller or any of the Company Group to provide incur any financial personal liability, (vi) require the directors or other information managers of Seller or any of the Company Group, acting in such capacity, to authorize or adopt any resolutions approving any of the Debt Financing Documents prior to the Closing, (vii) require Seller, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not readily available contingent upon the Closing or that would be effective prior to the Company and shall not be required Closing, (viii) provide access to provide or prepare projections disclose any information that Seller or similar forward-looking information (it being understood and agreed that any of the Company shall provide Group determines in its good faith opinion would reasonably be expected to result in the loss of any historical information attorney-client privilege of any of them or (ix) take any action that is readily available would reasonably be expected to conflict with or violate in any material respects this Agreement, any Organizational Documents of Seller or any of the Company and reasonably requested Group, any applicable Laws or any Contracts to which Seller or any of the Company Group is a party or by Parent that which any of their respective assets or properties is necessary for Parent to prepare any projections or similar forward-looking information)bound. All such assistance referred to in this Section 6.17 7.9 shall be at ParentPurchaser’s written request with reasonable prior notice and at Purchaser’s sole cost and expense expense, and on the Closing Date or termination of this Agreement, upon the written request of the Company, Parent Purchaser shall promptly reimburse Seller and the Company Group for any such reasonable all documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by them in complying withconnection with such assistance. For the avoidance of doubt, or providing the assistance contemplated by, this Section 6.17. Such such assistance shall not require Seller, the Company Group or any of its their respective Affiliates to agree to any contractual obligation (other than confidentiality provisions set forth in the Debt Commitment Letter) or otherwise incur any liability relating to the Debt Financing (other than in respect of any authorization letters) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to Seller, the Company Group or any of their respective Affiliates upon the termination of this Agreement. Parent shall indemnify and hold harmless None of Seller, the Company and its Affiliates, directors, officers, employees and agents from and against Group or any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered of their respective Affiliates shall be required to make any representation or incurred warranty in connection with the Debt Financing or any assistance or activities the Marketing Efforts; provided or that, upon Purchaser’s written request with reasonable prior notice and at Purchaser’s sole cost and expense, the Seller and the Company Group shall use commercially reasonable efforts to promptly supplement any information or logos furnished in connection with the Marketing Efforts so that the representations and warranties of the Company used Purchaser under the Debt Financing Documents remain accurate and complete in connection therewith except to the extent (i) directly resulting from the gross negligence and/or fraud of the Company and/or all material respects. Neither Seller nor any of its directorsAffiliates shall have any obligations under this Section 7.9 following the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Purchaser or the Debt Financing Sources pursuant to this Section 7.9 shall be kept confidential in accordance with the Confidentiality Agreement, officers, employees except that such information may be disclosed to “private side” lenders (and agents or (iitheir counsel) directly resulting from that agree to customary confidentiality obligations in connection with the Willful Breach Marketing Efforts. Notwithstanding any other provision of this Section 6.17 Agreement to the contrary, it is understood and agreed by the Company and/or any Parties that the conditions set forth in Section 9.2(c), as applied to Seller’s and the Company’s obligations under this Section 7.9, shall be deemed to be satisfied unless the Debt Financing has not been obtained as a direct result of its AffiliatesSeller’s or the Company’s intentional and material breach of their respective obligations under this Section 7.9(a). Notwithstanding anything in this Agreement to the contrary, directors, officers, employees the Parties acknowledge and agents. In additionagree that the provisions contained in this Section 7.9(a) represent the sole obligations of Seller, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a manner consistent with Regulation FD) Group and their respective personnel and advisors with respect to assistance and cooperation in connection with the arrangement of any material, non-public information financing (including the Debt Financing) to be obtained by Purchaser with respect to the Companytransactions contemplated by this Agreement, any of its subsidiaries or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such information to “public side” lenders has been consented to by the Companyobligations.

Debt Financing. The Company agrees to (a) Parent and Merger Sub shall use its their respective reasonable best efforts to provide such customary assistance (take, or cause to be taken, all actions and to use its do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including using reasonable best efforts to cause its personnel and advisors to provide such customary assistance(i) with maintain in effect the Debt Financing Commitment, (ii) negotiate definitive agreements with respect thereto on terms and conditions contemplated by the Debt Financing Commitment and execute and deliver to the Company a copy of any material definitive agreements promptly following such execution, (iii) promptly pay all commitment or other fees and amounts that become due and payable under or with respect to the Debt Financing Commitment as is reasonably requested they become due and payable, (iv) satisfy on a timely basis (or obtain a waiver of) all conditions to funding applicable to Parent and Merger Sub under the Debt Financing Commitment, (v) consummate the Debt Financing contemplated by Parentthe Debt Financing Commitment at or prior to the Closing on the terms and conditions set forth in the Debt Financing Commitment and (vi) enforce their rights under the Debt Financing Commitment, including seeking specific performance of the parties thereunder. Such Parent and Merger Sub shall not, without the prior written consent of the Company (which may be withheld in its sole and absolute discretion), consent or agree to any amendment, supplement or modification to or assignment of, or any waiver of any provision under, the Debt Financing Commitment or the definitive agreements relating to the Debt Financing. Parent and Merger Sub shall use their respective reasonable best efforts to provide such assistance shall include (but not refrain from taking, directly or indirectly, any action that could reasonably be limited to) each expected to result in a failure of any of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times conditions contained in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources Commitment or in connection with the marketing and syndication of any definitive agreement related to the Debt Financing, including a customary “public side” confidential information memorandum, a customary “private side” confidential information memorandum, and a customary lender presentation regarding . Parent shall keep the Company and delivery of customary authorization letters and confirmations informed on a reasonably current basis in connection with the foregoing authorizing the distribution of information to prospective lenders and with respect to the presence or absence of material non-public information and material accuracy reasonable detail of the information contained therein, (iii) participation by senior management status of the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agencies, (iv) the prompt delivery its efforts to Parent and the Debt Financing Sources of such customary historical financial information and other historical information about the Company as is reasonably requested by Parent from time to time, including the historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding of the Debt Financing and the historical financial information necessary in order to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent to the funding of arrange the Debt Financing, (v) delivery and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent no later than nine (9) Business Days prior to the Closing Date and (B) with beneficial ownership certifications and any other information required pursuant to 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of the Company in the negotiation, preparation and execution of the definitive documentation in respect of the Debt Financing and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary closing documents), (vii) to the extent required by the Debt Financing, facilitation of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary corporate action as Parent may request to authorize and/or permit the consummation of the Debt Financing (subject to the occurrence of the Closing) and (ix) ensuring that the syndication efforts in respect of the Debt Financing benefit materially from any existing commercial lending relationships of the Company. The Company hereby consents to the use of all of its logos in connection with the Debt Financing; provided that such logos are used solely in a customary manner that is not intended to, or reasonably likely not to, harm or disparage the Company or the reputation or goodwill of the Company. Notwithstanding any other provision of this Agreement to the contrary, (a) neither the Company nor any of its personnel or advisors shall be required to provide any such assistance which would unreasonably interfere with the ongoing operations of the Company and (b) the Company shall not be required to provide any financial or other information that is not readily available to the Company and shall not be required to provide or prepare projections or similar forward-looking information (it being understood and agreed that the Company shall provide any historical information that is readily available to the Company and reasonably requested by Parent that is necessary for Parent to prepare any projections or similar forward-looking information). All such assistance referred to in this Section 6.17 shall be at Parent’s sole cost and expense and on the Closing Date or termination of this Agreement, upon the written request of the Company, Parent shall promptly reimburse the Company for any such reasonable documented and out-of-pocket expenses incurred in complying with, or providing the assistance contemplated by, this Section 6.17. Such assistance shall not require the Company or any of its Affiliates to agree to any contractual obligation relating to the Debt Financing (other than in respect of any authorization letters) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company upon the termination of this Agreement. Parent shall indemnify and hold harmless the Company and its Affiliates, directors, officers, employees and agents from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the Debt Financing or any assistance or activities provided or any information or logos of the Company used in connection therewith except to the extent (i) directly resulting from the gross negligence and/or fraud of the Company and/or any of its directors, officers, employees and agents or (ii) directly resulting from the Willful Breach of this Section 6.17 by the Company and/or any of its Affiliates, directors, officers, employees and agents. In addition, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a manner consistent with Regulation FD) with respect to any material, non-public information with respect to the Company, any of its subsidiaries or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the provision of such information to “public side” lenders has been consented to by the Company.

Debt Financing. The (a) From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 13.01, Arsenal Blocker Seller and the Company agrees to shall use its commercially reasonable best efforts to promptly provide such customary assistance (to Buyer, and to shall use its commercially reasonable best efforts to promptly cause its personnel Arsenal Blocker Seller's and the Company's respective officers, employees, representatives and advisors to promptly provide to Buyer, such cooperation as is customary assistance) with for debt financings of the type contemplated by the Debt Financing Commitment Letter and as is reasonably requested by Parent. Such reasonable best efforts to provide such assistance shall include (but not be limited to) each of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources Buyer in connection with the marketing arranging and syndication of obtaining the Debt Financing, including a (i) as promptly as practicable, furnishing Buyer, its Affiliates and its financing sources with the Required Information, (ii) using commercially reasonable efforts in assisting Buyer with the preparation of customary “public side” confidential offering documents, financial statements, pro formas, or any other financial information memorandumand materials, a customary “including prospectuses, private side” confidential placement memoranda, information memorandummemoranda and packages, lender and investor presentations, rating agency presentations, and a customary lender presentation regarding the Company similar documents and delivery of customary authorization letters and confirmations materials reasonably requested by Buyer in connection with the foregoing authorizing Debt Financing, provided that no financial statements shall be required to be prepared other than those customarily prepared by the distribution of information to prospective lenders and with respect to the presence or absence of material non-public information and material accuracy of the information contained thereinCompany, (iii) participation by senior management facilitating the pledging of collateral (which shall only be effective at the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agenciesClosing), (iv) cooperating in connection with the prompt delivery pay-off of existing Funded Debt to Parent the extent contemplated by this Agreement and the Debt Financing Sources release of such related Liens and termination of security interests, including obtaining customary historical financial information payoff letters, lien releases and instruments of discharge or releases to be delivered at the Closing, (v) providing at least five (5) Business Days prior to the Closing Date all documentation and other historical information about the Company as is reasonably requested required by Parent from time to time, applicable "know your customer" and anti-money laundering rules and regulations including the historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding of the Debt Financing and the historical financial USA Patriot Act provided such information necessary in order to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent to the funding of the Debt Financing, was requested at least ten (v) delivery and in any event no later than four (410) Business Days prior to the Closing Date, with all documentation (vi) upon reasonable notice and at reasonably convenient times and locations making the officers or other information required by regulatory authorities under applicable “know your customer” senior management available to participate in a reasonable number of meetings and anti-money laundering rules and regulationspresentations, including lender and rating agency presentations, drafting sessions and due diligence sessions and (vii) delivering unaudited financial statements of the PATRIOT ActCompany for each fiscal month within 30 days after the end of such month in the form customarily prepared by the Company; provided, however, that has been reasonably requested by Parent no later than nine (9A) Business Days neither the Company, nor its respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date and Closing, (B) with beneficial ownership certifications and any other information required pursuant to 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of no counsel for Arsenal Blocker Seller or the Company in the negotiation, preparation and execution of the definitive documentation in respect of the Debt Financing and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary closing documents), (vii) shall be obligated to the extent required by the Debt Financing, facilitation of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary corporate action as Parent may request to authorize and/or permit the consummation of the Debt Financing (subject to the occurrence of the Closing) and (ix) ensuring that the syndication efforts in respect of the Debt Financing benefit materially from deliver any existing commercial lending relationships of the Company. The Company hereby consents to the use of all of its logos opinion in connection with the Debt Financing; provided that such logos are used solely in a customary manner that is not intended to, (C) no director, manager or reasonably likely not to, harm member of Arsenal Blocker Seller or disparage the Company or the reputation or goodwill of the Company. Notwithstanding any other provision of this Agreement to the contrary, (a) neither the Company nor any of its personnel or advisors in their capacities as such shall be required to provide any such assistance which would unreasonably interfere with pass resolutions or consents or approve or authorize the ongoing operations of the Company and (b) the Company shall not be required to provide any financial or other information that is not readily available to the Company and shall not be required to provide or prepare projections or similar forward-looking information (it being understood and agreed that the Company shall provide any historical information that is readily available to the Company and reasonably requested by Parent that is necessary for Parent to prepare any projections or similar forward-looking information). All such assistance referred to in this Section 6.17 shall be at Parent’s sole cost and expense and on the Closing Date or termination of this Agreement, upon the written request of the Company, Parent shall promptly reimburse the Company for any such reasonable documented and out-of-pocket expenses incurred in complying with, or providing the assistance contemplated by, this Section 6.17. Such assistance shall not require the Company or any of its Affiliates to agree to any contractual obligation relating to the Debt Financing (other than in respect execution of any authorization letters) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company upon the termination of this Agreement. Parent shall indemnify and hold harmless the Company and its Affiliates, directors, officers, employees and agents from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred documents in connection with the Debt Financing Financing, (D) no Person shall be required to to participate in any meetings, presentations, drafting sessions or any assistance or activities provided or any information or logos of the Company used in connection therewith except due diligence sessions to the extent (i) directly resulting from the gross negligence and/or fraud of such participation would unreasonably interfere with such Person's continuing duties with the Company and/or any and its Subsidiaries, (E) none of its directors, officers, employees and agents Arsenal Blocker Seller or (ii) directly resulting from the Willful Breach of this Section 6.17 by the Company and/or shall be obligated to deliver any of its Affiliates, directors, officers, employees and agents. In addition, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a manner consistent with Regulation FD) with respect to any material, non-public information with respect to financial statements that are not customarily prepared by the Company, (F) no officer of Arsenal Blocker Seller or the Company shall be obligated to deliver a solvency certificate, and (G) neither Arsenal Blocker Seller nor the Company shall be required to deliver or cause the delivery of any of its subsidiaries accountant or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the provision of such information to “public side” lenders has been consented to by the Companycold comfort letter.

Debt Financing. The Company agrees to shall use its reasonable best efforts to provide such customary assistance (and cause its applicable Company Subsidiaries to use its use) commercially reasonable best efforts to cause its personnel the lenders party to the Credit Agreement (the “Financing Source”) and advisors applicable Company Subsidiaries to provide such customary assistance) with enter into the Debt Financing Credit Agreement Amendment as is reasonably requested by Parent. Such reasonable best efforts to provide such assistance shall include (but not be limited to) each promptly as possible following the date hereof, permitting the change of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources in connection with the marketing and syndication of the Debt Financing, including a customary “public side” confidential information memorandum, a customary “private side” confidential information memorandum, and a customary lender presentation regarding the Company and delivery of customary authorization letters and confirmations in connection with the foregoing authorizing the distribution of information to prospective lenders and control with respect to the presence or absence Company contemplated by this Agreement and certain other matters. Subject to the terms and conditions of material non-public information this Agreement, each of Parent, Sub and material accuracy of the information contained therein, (iii) participation by senior management of the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agencies, (iv) the prompt delivery shall use commercially reasonable efforts to Parent and continue the Debt Financing Sources on the terms (or on terms not materially less favorable to each of such customary historical financial information Parent, Sub and other historical information about the Company as is reasonably requested by Parent from time and its Subsidiaries) and conditions described in Schedule 5.14(a). Each of Parent, Sub and the Company shall use commercially reasonable efforts (i) to timenegotiate and enter into definitive agreements with respect to the Debt Financing with the Financing Source and (ii) to satisfy on a timely basis all conditions to the Credit Agreement Amendment, including using commercially reasonable efforts to cause the historical financial statements of Financing Source to consummate the Credit Agreement Amendment at Closing. The Company necessary shall allow Parent to satisfy participate in the applicable condition precedent to the funding negotiation of the Debt Financing and shall use commercially reasonable efforts to keep Parent reasonably informed on a current basis and in reasonable detail of the historical financial status of its efforts to arrange the Debt Financing and provide to Parent copies of the material definitive agreements for the Debt Financing and such other information necessary and documentation available to them as shall be reasonably requested by the Company for purposes of monitoring the progress of the financing activities and assisting in order the negotiation thereof. Without limiting the generality of the foregoing, the Company and the Company Subsidiaries shall give Parent prompt notice (A) of any breach or default of any material provisions by any party to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent definitive agreements related to the funding Debt Financing of which the Company or the Company Subsidiaries become aware, (B) of the receipt of (1) any written notice or (2) other written communication, in each case from the Financing Source with respect to any actual or potential breach, default, termination or repudiation by any party to the definitive agreements related to the Debt Financing and (C) if at any time for any reason the Company believes in good faith that it will not be able to continue all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the definitive agreements related to the Debt Financing. As soon as reasonably practicable, but in any event within two (2) Business Days of the date Parent delivers to the Company a written request, the Company and the Company Subsidiaries shall provide any information reasonably requested by Parent relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. If any portion of the Debt Financing becomes unavailable, Parent and the Company shall use commercially reasonable efforts to arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event, and on terms reasonably comparable to the Debt Financing. The Company shall deliver to Parent true and complete copies of all Contracts or other arrangements (including fee letters) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing, (v) delivery and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent no later than nine (9) Business Days prior to the Closing Date and (B) with beneficial ownership certifications and any other information required pursuant to 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of the Company in the negotiation, preparation and execution of the definitive documentation in respect of the Debt Financing and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary closing documents), (vii) to the extent required by the Debt Financing, facilitation of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary corporate action as Parent may request to authorize and/or permit the consummation of the Debt Financing (subject to the occurrence of the Closing) and (ix) ensuring that the syndication efforts in respect of the Debt Financing benefit materially from any existing commercial lending relationships of the Company. The Company hereby consents to the use of all of its logos in connection with the Debt Financing; provided that such logos are used solely in a customary manner that is not intended to, or reasonably likely not to, harm or disparage the Company or the reputation or goodwill of the Company. Notwithstanding any other provision of this Agreement to the contrary, (a) neither the Company nor any of its personnel or advisors shall be required to provide any such assistance which would unreasonably interfere with the ongoing operations of the Company and (b) the Company shall not be required to provide any financial or other information that is not readily available to the Company and shall not be required to provide or prepare projections or similar forward-looking information (it being understood and agreed that the Company shall provide any historical information that is readily available to the Company and reasonably requested by Parent that is necessary for Parent to prepare any projections or similar forward-looking information). All such assistance referred to in this Section 6.17 shall be at Parent’s sole cost and expense and on the Closing Date or termination For purposes of this Agreement, upon references to “Debt Financing” shall include the written request of the Company, Parent shall promptly reimburse the Company for any such reasonable documented and out-of-pocket expenses incurred in complying with, or providing the assistance contemplated by, alternate financing as permitted by this Section 6.17. Such assistance shall not require the Company or any of its Affiliates to agree to any contractual obligation relating to the Debt Financing (other than in respect of any authorization letters) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company upon the termination of this Agreement. Parent shall indemnify and hold harmless the Company and its Affiliates, directors, officers, employees and agents from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the Debt Financing or any assistance or activities provided or any information or logos of the Company used in connection therewith except to the extent (i) directly resulting from the gross negligence and/or fraud of the Company and/or any of its directors, officers, employees and agents or (ii) directly resulting from the Willful Breach of this Section 6.17 by the Company and/or any of its Affiliates, directors, officers, employees and agents. In addition, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a manner consistent with Regulation FD) with respect to any material, non-public information with respect to the Company, any of its subsidiaries or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the provision of such information to “public side” lenders has been consented to by the Company5.14.

Debt Financing. The (a) Prior to the Effective Time, the Company agrees to use shall provide, and shall cause its reasonable best efforts to provide such customary assistance (Subsidiaries, and to shall use its reasonable best efforts to cause its personnel and advisors their respective Representatives, to provide such customary assistance) with the Debt Financing as is reasonably requested by Parent. Such reasonable best efforts to provide such assistance shall include (but not be limited to) each of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources in connection with the marketing and syndication of the Debt Financing, including a customary “public side” confidential information memorandum, a customary “private side” confidential information memorandum, and a customary lender presentation regarding the Company and delivery of customary authorization letters and confirmations in connection with the foregoing authorizing the distribution of information to prospective lenders and with respect to the presence or absence of material non-public information and material accuracy of the information contained therein, (iii) participation by senior management of the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agencies, (iv) the prompt delivery to Parent and the Debt Financing Sources of such customary historical financial information and other historical information about the Company as is reasonably cooperation requested by Parent from time to time, including the historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding of the Debt Financing and the historical financial information necessary in order to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent to the funding of the Debt Financing, (v) delivery and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent no later than nine (9) Business Days prior to the Closing Date and (B) with beneficial ownership certifications and any other information required pursuant to 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of the Company in the negotiation, preparation and execution of the definitive documentation in respect of the Debt Financing and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary closing documents), (vii) to the extent required by the Debt Financing, facilitation of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary corporate action as Parent may request to authorize and/or permit the consummation of the Debt Financing (subject to the occurrence of the Closing) and (ix) ensuring that the syndication efforts in respect of the Debt Financing benefit materially from any existing commercial lending relationships of the Company. The Company hereby consents to the use of all of its logos in connection with the Debt Financing; Financing (provided that such logos are used solely in a customary manner that is requested cooperation does not intended to, or reasonably likely not to, harm or disparage the Company or the reputation or goodwill of the Company. Notwithstanding any other provision of this Agreement to the contrary, (a) neither the Company nor any of its personnel or advisors shall be required to provide any such assistance which would unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, including but not limited to (bi) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the Company shall not preparation of materials for prospective lenders and rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing, (iii) executing and delivering documents and certificates as may be required to provide any financial or other information that is not readily available to the Company and shall not be required to provide or prepare projections or similar forward-looking information (it being understood and agreed that the Company shall provide any historical information that is readily available to the Company and reasonably requested by Parent that is necessary for Parent to prepare any projections or similar forward-looking information). All such assistance referred to in this Section 6.17 shall be at Parent’s sole cost and expense and on the Closing Date or termination of this Agreement, upon the written request (including a certificate of the Company, Parent shall promptly reimburse chief financial officer of the Company or any Subsidiary with respect to solvency matters prior to the Effective Time and consents of accountants for use of their reports in any materials relating to the Debt Financing), (iv) reasonably facilitating the pledging of collateral and the granting of corporate guaranties (to be effective only after the Effective Time), (v) as promptly as practicable, furnishing Parent and its debt financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, (vi) satisfying the conditions set forth in paragraphs (1) – (15) of Exhibit D to the Debt Financing Letter (to the extent the satisfaction of such reasonable documented and out-of-pocket expenses incurred in complying with, conditions required actions by or providing the assistance contemplated by, this Section 6.17. Such assistance shall not require cooperation of the Company or any of its Affiliates Subsidiaries and (vii) using its reasonable efforts to agree obtain accountants’ comfort letters, legal opinions, surveys and title insurance as may be reasonably requested by Parent; provided that none of the Company or any of its Subsidiaries shall be required to pay any contractual obligation relating to commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. MergerCo shall promptly upon request by the Company, reimburse the Company for all reasonable out of pocket costs incurred by the Company or any of its Subsidiaries in connection with such cooperation. In conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Parent, to call for prepayment or redemption (other including without limitation issuing not less than thirty (30) days and not more than sixty (60) days prior to the Effective Time notice of prepayment for all of the outstanding aggregate principal amount of the 3.73% Senior Guaranteed Notes, Series A, due June 27, 2008 and the 4.33% Senior Guaranteed Notes, Series B, due June 27, 2010), or to prepay or redeem, or to attempt to renegotiate the terms of, any then existing indebtedness for borrowed money of the Company; provided, however, that no such prepayment or redemption or call for prepayment or redemption or renegotiated terms shall actually be made or become effective (nor shall the Company be required to incur any liability in respect of any authorization letterssuch prepayment or redemption or call therefor or renegotiation thereof) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability prior to the Company upon the termination of this AgreementClosing. Parent shall indemnify and hold harmless the Company Company, any of its Subsidiaries and its Affiliates, directors, officers, employees and agents from their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing (whether or not consummated) and any information utilized in connection therewith (other than historical information relating to the Company or any of its Subsidiaries). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing or any assistance or activities provided or any information or logos of the Company used in connection therewith except to the extent (i) directly resulting from the gross negligence and/or fraud of the Company and/or any of its directors, officers, employees and agents or (ii) directly resulting from the Willful Breach of this Section 6.17 by the Company and/or any of its Affiliates, directors, officers, employees and agents. In addition, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a manner consistent with Regulation FD) with respect to any material, non-public information with respect to the Company, any of its subsidiaries or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the provision of such information to “public side” lenders has been consented to by the CompanyFinancing.