Common use of Financing Assistance Clause in Contracts

Financing Assistance. (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 true 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).

Financing Assistance. (a) Buyer shall usePrior to the Closing, the Company shall, and shall cause its Affiliates to useSubsidiaries and its Representatives to, reasonable best efforts to take, reasonably cooperate with Parent or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to keep its financing sources in connection with the Financing Commitment satisfaction of the conditions set forth 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)Commitment, including using reasonable best efforts including: (i) to negotiate and enter into, and keep in effect, causing 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 Company and its Subsidiaries to obtaining 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 set forth in immediately prior to the Financing Commitment that Effective Time to the extent direct borrowings or debt incurrences by the Company or any Subsidiary are within their control and to otherwise comply with all of their obligations under contemplated by the Financing Commitments, (iii) to enforce 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 by taking the PATRIOT Act. The provisions of this Section 6.06 shall not require such action necessary cooperation to cause each Financing Source thereunder to specifically perform their obligations in accordance the extent it would interfere unreasonably with the terms thereof), (iv) to take each business or operations of the actions 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 paragraphs (b)(i) through (b)(viii) below complying with respect to itself this Section 6.06, including expenses associated with attending meetings, presentations or similar sessions. Parent and its Subsidiaries, and (v) to consummate affiliates shall not use the Company’s or its Subsidiaries logos in connection with the Debt Financing contemplated by without 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 written consent 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 true 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).

Financing Assistance. (a) Buyer shall usePrior to the Effective Time, the Partnership shall, and shall cause its Affiliates to useSubsidiaries and their respective Representatives to, use commercially reasonable best efforts to takeprovide customary cooperation in connection with any financing by Parent or any of its Subsidiaries in connection with the LP Merger, in each case, as may be reasonably requested by Parent, Merger Sub or their Representatives. Notwithstanding anything to the contrary herein, Parent and Merger Sub acknowledge and agree that consummation of any such financing by Parent or any of its Subsidiaries is not a condition to Closing or any of their respective obligations under this Agreement. Without limiting the generality of the foregoing, the Partnership shall, and shall cause to be takenits Subsidiaries and their respective Representatives to, all actions and to doupon reasonable request of Parent, 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, furnish the definitive agreements with respect thereto report of the Partnership’s auditor 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 three most recently available audited consolidated financial statements of the Financing)Partnership and its Subsidiaries and use its commercially reasonable efforts to obtain the consent of such auditor to the use of such reports, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use commercially reasonable efforts to cause such auditor to provide customary comfort letters to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; (ii) furnish any customary additional financial statements, schedules, business or other financial data relating to satisfy the Partnership and its Subsidiaries as may be reasonably necessary to consummate any such financing, including providing customary assistance for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary and reasonably necessary in connection with any such financing (it being understood, in any event, that Parent shall be solely responsible for the preparation of any such pro forma financial information and/or pro forma financial statements); (iii) provide customary direct contact between (x) senior management and advisors, including auditors, of the Partnership and (y) the proposed arrangers, lenders, underwriters, initial purchasers or cause its affiliates to satisfyplacement agents, as applicable, and/or Parent’s auditors, as applicable, in connection with any such financing, at reasonable times during regular business hours, and upon reasonable advance notice; (iv) all conditions applicable to Buyer make available, at reasonable times during regular business hours, and upon reasonable advance notice, the employees and advisors of the Partnership and its Subsidiaries to obtaining provide customary assistance with Parent’s or its Subsidiaries’ preparation of business projections; (v) obtain the Debt Financing set forth in reasonable cooperation and assistance of counsel to 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 Partnership and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below connection with the customary legal opinions that counsel to Parent and its Subsidiaries may require to deliver with respect to itself any such financing; (vi) reasonably assist in the preparation of (but not, in each case of the following, entering into or executing) documents, opinions, certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any such financing or necessary or desirable to permit Parent or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and shall not take effect until, the Effective Time; (vii) reasonably assist in the preparation of one or more customary confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent and reasonably necessary for such financing; (viii) permit Parent or its Subsidiaries’ customary use of the Partnership’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to (A) advance review of and consultation with respect to such use; provided that, Parent agrees not to use any such logos to the extent that after such consultation the Partnership informs Parent that, despite the Partnership’s use of commercially reasonable efforts to remove or obtain a waiver of such prohibition, such use is prohibited by existing contractual obligations of the Partnership and its Subsidiaries, and (vB) to consummate such use is not intended to, nor reasonably likely to, harm or disparage 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 Partnership or any of its Subsidiaries), (ix) participate in a reasonable number of meetings and presentations, during regular business hours and upon reasonable advance notice, with arrangers and prospective lenders and investors, as applicable (including the 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 participation in such meetings 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 (APartnership’s senior management) 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 unavailableand, in each case, on the terms at times and conditions locations to be mutually agreed, (x) as further set forth in Section 5.16(c) below, take customary actions as may be reasonably requested by Parent in connection with the Financing Commitmentrepayment of certain existing indebtedness for borrowed money of the Partnership and its Subsidiaries, including delivery of customary payoff and such portion is reasonably required to consummate the Offer release documentation with respect thereto and the Merger and the other transactions contemplated hereby, Buyer shall promptly notify Company of such event, and Buyer shall (xi) use its commercially reasonable best efforts to obtain, as promptly as practicable following the occurrence of assist in procuring any necessary rating agency ratings or approvals for 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 true 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)financing.

Financing Assistance. (a) Buyer shall usePrior to the Closing, the Company shall, and shall cause its Affiliates to use, use commercially reasonable best efforts to takecause each of its Subsidiaries to, or cause to provide such cooperation as may be taken, all actions reasonably requested by Parent in connection with the arrangement of the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and 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 thereofits Subsidiaries), including using reasonable best efforts to (i) as promptly as reasonably practicable furnish to negotiate Parent and enter into, Merger Sub 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)Sources all Required Information, (ii) to satisfy (or cause its affiliates to satisfy) all conditions applicable to Buyer and its Subsidiaries to obtaining the Debt Financing set forth participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Commitment that are within their control Sources and to otherwise comply cooperate reasonably with all of their obligations under the Financing CommitmentsSources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to enforce the Financing Commitment (including by taking such action necessary to cause each Financing Source thereunder to specifically perform their obligations extent customary and in accordance with applicable Law, facilitate the terms providing of guarantees and granting of a security interest (and perfection thereof)) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to take each obtain a certificate of the actions required chief financial officer or person performing similar functions of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below with respect to itself and its Subsidiariessolvency matters to the extent reasonably required by the Financing Sources, and (v) arranging for customary payoff letters, lien terminations and instruments of discharge to consummate the Debt Financing contemplated by the Commitment Letter be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Offer Closing Date, and (vi) furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Closing, as applicableAlternative Financing, including using the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its reasonable best efforts to cause Subsidiaries shall be required, under 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 provisions of this Section 6.08 or otherwise alter in connection with any Alternative Financing, (x) to pay any commitment or other similar fee prior to the Financing Commitment or the definitive agreements with respect thereto or Effective Time, (y) to incur any of the terms expense unless such expense is reimbursed by Parent promptly after incurrence thereof, except that Buyer shall have the right from time or (z) to time to amend, replace, supplement or otherwise modifytake, or waive commit to taking, 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, action 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 is not (A) expand contingent upon the conditions precedent Closing or would subject it to actual or potential liability prior 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 true 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)Effective Time.

Financing Assistance. (a) Buyer shall useFollowing the execution of this Agreement, and shall cause prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its Affiliates to use, reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, all actions and any action to dothe extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, or cause to be donein each case, 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 ABI, Xxxxxx Parent or any of their obligations under the Financing Commitmentsrespective Affiliates. Buyer shall, (iii) to enforce the Financing Commitment (including promptly upon request 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 ABI or prior to the Offer Closing and the ClosingXxxxxx Parent, as applicable, including using reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the Financing Sources use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to fund the Debt Financing required or reasonably likely to consummate the Offer at the Offer Closing and the Merger at the Closing. Buyer and Merger Sub shall not modify, amend, waive, supplement harm or otherwise alter the Financing Commitment or the definitive agreements with respect thereto disparage Xxxxxx Parent or any of its Subsidiaries or the terms thereof, except that Buyer shall have the right from time to time to amend, replace, supplement reputation or otherwise modify, goodwill of Xxxxxx Parent 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 true 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)Subsidiaries.

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

Financing Assistance. (a) Buyer shall useFrom the date of this Agreement until the Effective Time, MUSA and its subsidiaries shall, 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 use 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 each of their rights underrespective officers, directors, employees, advisors, attorneys, accountants and representatives to, provide all cooperation reasonably requested by Parent in connection with the Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion arrangement of the Financing Commitment from (or the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision arrangement 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 alternative financing, if any, contemplated by Section 5.2(b)), including (Ai) 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 using reasonable best efforts to obtain(A) cause appropriate officers and employees to be available, as promptly as practicable following on a customary basis and on reasonable advance notice, to meet with prospective lenders and investors in meetings, presentations, road shows and due diligence sessions, (B) assist with the preparation of disclosure documents in connection therewith, (C) cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to MUSA and its subsidiaries and to provide any necessary “comfort letters” and (D) cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions and (ii) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including allowing for a certificate of the chief financial officer of MUSA with respect to solvency or other matters; provided that none of the letters, agreements, registration statements, documents and certificates referenced in clause (ii) above shall be executed and delivered except in connection with the Closing (and the effectiveness thereof shall be conditioned upon the occurrence of such eventthe Closing); and provided, further, that MUSA shall not be required to provide any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Buyer to consummate assistance which would interfere unreasonably and materially with the transactions contemplated herebybusiness or operations of MUSA and its subsidiaries. Buyer Parent shall deliver to the Company true and complete copies promptly, upon request by MUSA, reimburse MUSA for all reasonable out-of-pocket third party costs incurred by MUSA or any of all agreements related to its subsidiaries in connection with 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)cooperation.

Financing Assistance. Each Seller agrees to provide, and each Seller shall cause each Company and Subsidiary thereof and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to provide, all reasonable cooperation and assistance (including with respect to timeliness) in connection with the Financing (provided that such requested cooperation or assistance does not unreasonably interfere with the ongoing operations of any Seller, the Companies or their respective Subsidiaries or Joint Ventures), including: (a) participation in a reasonable number of meetings, drafting sessions and due diligence sessions, (b) promptly furnishing Buyer shall useand its Financing Sources with financial and other pertinent information regarding the business of the Companies and their Subsidiaries as may be reasonably requested by Buyer, including any financial estimates, projections, forecasts or other forward looking information; (c) assisting Buyer 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 Sources in the Financing Commitment (including any “flex” provisions thereof), including using reasonable best efforts preparation of (i) to negotiate offering documents (including offering memorandums or prospectuses) 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 marketing materials for any of 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)financing, (ii) to satisfy materials for rating agency presentations and (or cause its affiliates to satisfyiii) all conditions applicable to pro forma financial statements; (d) facilitating the procurement of ratings for such financings from ratings agencies, (e) reasonably cooperating with the marketing efforts of Buyer and its Subsidiaries financing sources for any of such Financing; (f) reasonably facilitating the pledging of collateral and reasonably cooperating with field examinations of collateral by Buyer and its financing sources; (g) facilitating the execution and delivery prior to obtaining the Debt Financing set forth in the Financing Commitment that are within their control and at Closing of customary definitive documents relating to otherwise comply with all of their obligations under the Financing Commitmentssuch financing (including, (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)but not limited to, (iv) to take each certificates of the actions required chief financial officer and other officers of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below Business with respect to itself financing matters and its the definitive financing documents); provided, however, that none of the Seller’s Group shall be required to incur any liability or obligation thereunder or pursuant thereto prior to the Closing Date; (h) using reasonable commercial efforts to obtain accountants’ consents, accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by Buyer; and (i) making introductions and assisting in discussions with contacts from the existing lending and investment banking relationships of the Companies and their Subsidiaries, and hosting meetings with prospective lenders in connection with the debt financing at the times and locations reasonably requested by Buyer and the Financing Sources. Buyer shall pay, or promptly reimburse Sellers, for all reasonable and documented out-of-pocket expenses and costs of third parties incurred in connection with each Seller’s obligations under this Section 6.15, including reasonable out-of-pocket expenses and costs of third parties incurred in connection with furnishing any information set forth above that is not currently in the Sellers’ possession (v) including any special audit reports or similar information). Notwithstanding anything in this Agreement to consummate the Debt contrary, none of the Seller’s Group shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation, to the extent that such liability or obligation in connection with any Financing contemplated by the Commitment Letter at or would become effective prior to the Offer Closing Date. None of the Seller’s Group shall assume any liability or responsibility for the use of any of the foregoing information in connection with the Financing and shall not be required to express any view as to the Closing, as applicable, including using reasonableness of any assumptions made by the Buyer or any of its reasonable best efforts Affiliates. All such information shall be made available only pursuant to cause confidentiality agreements or arrangements that are customary in the context of the Financing. The Sellers hereby authorize the use of the corporate trademarks or trade names of the Companies or their Subsidiaries in connection with any dissemination by the Financing Sources to fund of information and marketing materials in connection with the Debt Financing required to consummate the Offer at the Offer Closing syndication 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 arranging 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 true 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)financing.

Financing Assistance. (a) Buyer shall use, and shall cause use 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 obtain the Financing Commitment in full force and effect and to arrange proceeds of the Debt Financing on the terms and conditions described in the Financing Debt Commitment Letter within thirty (including any “flex” provisions thereof)30) days after the date hereof or, including if applicable, the Extended Closing Period, including, without limitation, using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter, (ii) promptly satisfy (or obtain the waiver of) of all conditions (other than those conditions that by their nature are to negotiate and be satisfied on the Closing Date) to obtaining the Financing set forth therein that are in Buyer’s (or its Affiliates’) control, (iii) enter into, and keep in effect, the into definitive agreements with respect thereto on the terms and conditions contained in contemplated by the Financing Debt Commitment Letter (or including the flex provisions related to the Financing)(or on other terms acceptable no less favorable 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 Financingexcept as agreed by Buyer), (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 draw down 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 or any alternative financing at or prior to the Offer time the conditions set forth in Article IX are satisfied (or reasonably capable of being satisfied at Closing based on the facts and circumstances). In 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 event 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 contemplated in the Financing CommitmentDebt Commitment Letter (or on terms no less favorable to Buyer, and such portion is reasonably required to consummate the Offer and the Merger and the other transactions contemplated herebyexcept as agreed by Buyer), Buyer shall promptly notify the Company of such event, and Buyer shall use its reasonable best efforts to obtainarrange to obtain alternative and/or supplemental financing (whether in the form of debt, as equity or other financing) from alternative sources in an amount sufficient, when combined with the funds under other available sources, to consummate the transactions contemplated by this Agreement promptly as practicable following the occurrence of such event, event but in all cases at or prior to the then-applicable Extended Closing Period. Upon obtaining any commitment for any such portion from alternative sources (and/or supplemental financing, such financing shall be deemed to be a part of the “Alternative Financing”) on terms that will still enable Buyer ” and the commitment with respect thereto shall be deemed to consummate be a part of the transactions contemplated hereby“Debt Commitment Letter” for all purposes of this Agreement. Buyer shall deliver to give the Company true and complete copies prompt notice of all agreements related any material breach, intent not to such Alternative Financing (excluding fee letters and engagement letters proceed or intent to alter the extent terms of the Debt Commitment Letter by any party of the Debt Commitment Letter of which Buyer is prohibited from providing such letters, or, if not so prohibited, with numerical amounts and other economic terms redacted)becomes aware.

Financing Assistance. (a) Buyer shall use, and shall cause The Company agrees to use its Affiliates to use, reasonable best efforts to take, or cause deliver to be taken, all actions Parent 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 Sources the terms Required Information upon such information becoming available (it being understood that (A) to the extent any Required Information is contained in any Company Reports, such inclusion shall constitute delivery to Parent and conditions described Merger Sub hereunder and (B) notwithstanding anything to the contrary, in no circumstances shall the Financing Commitment (Company be required to provide any financial statements hereunder that are not required to be included in any Company Reports, including any “flex” provisions thereofCompany Reports filed after the date hereof), including using and in addition, to use reasonable best efforts (i) to negotiate and enter intoprovide, 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 shall use its reasonable best efforts 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 and cause its and their respective Representatives, including legal and accounting, to use reasonable best efforts to provide, to Parent and the Debt Financing set forth Sources, at Parent’s sole cost and expense (other than in respect of the Required Information), all customary cooperation reasonably requested in writing by Parent and the Debt Financing Sources to cause the conditions in the Financing Debt Commitment that are within their control and Letter to be satisfied or as otherwise comply reasonably requested, in each case, solely with all of their obligations under the Financing Commitments, (iii) respect 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 information regarding the Company and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below with respect to itself and its Subsidiaries, and (v) to consummate in connection with the Debt Financing contemplated by the Commitment Letter at or prior to the Offer Closing and the Closing, as applicableFinancing, including using its reasonable best efforts to: (i) upon reasonable prior notice and at times and locations to cause be mutually agreed, participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; provided that the Financing Sources Company and its Representatives shall not be required to fund participate in more than one road show or similar meeting in respect of marketing bond offerings; (ii) deliver to Parent and 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 Sources from time to time such financial and other information regarding the Company and its Subsidiaries as may be reasonably required by Parent in the preparation of materials by Parent for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, and reasonably cooperate with updating and correcting any Required Information in order to amend, replace, supplement or otherwise modify, or waive any ensure such Required Information remains Compliant; (iii) assist Parent and the Debt Financing Sources in their preparation of their rights under, the Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing offering documents 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 preventFinancing, 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 including identifying any portion of the information that constitutes material, non-public information, and including delivering customary representation and authorization letters with respect to and in accordance with the Debt Financing becomes unavailable or Buyer becomes aware Commitment Letter, including materials for ratings agency presentations; (iv) cooperate with the marketing (including cooperating in obtaining customary ratings) and due diligence efforts of any event or circumstance that makes any portion of Parent and the Debt Financing unavailableSources in connection with the Debt Financing; (v) to the extent requested at least ten business days prior to the Closing, furnish Parent or the Debt Financing Sources at least three business days prior to the Closing with all documentation and other information as reasonably requested by the Debt Financing Sources that is required in connection with applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations; (vi) assist in facilitating the granting of a security interest (and perfection thereof) in collateral (provided that no security interest shall be effective prior to Closing); (vii) cause its independent accountants to deliver customary comfort letters (including as to customary “negative assurance” and change period comfort) with respect to any financial statements included in the Required Information and (viii) assist in obtaining customary payoff letters relating to the repayment of any existing third party indebtedness for borrowed money of the Company or its Subsidiaries required by the Debt Commitment Letter (as of the date hereof) to be repaid on or coincidental with the Closing and, upon repayment of such indebtedness, termination of any related Encumbrances securing any such obligations to be repaid; provided, however, that, in each case, nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, cause significant competitive harm to the Company or any of its Subsidiaries or create an unreasonable risk of harm to any property or assets of the Company and its Subsidiaries; and provided, further, that neither the Company nor any of its Subsidiaries shall (A) be required to pay or commit to pay any commitment or other similar fee, bear any cost or expense or make any other payment or incur any other liability prior to the Closing Date (other than with respect to delivering customary authorization letters) or agree or agree to provide any indemnity in connection with the Financing or any of the foregoing matters, (B) have any liability or obligation under any loan agreement, indenture and related documents, unless and until the Closing occurs (other than with respect to delivering customary authorization letters), (C) be required to take any action that would subject any of the Company’s or its Subsidiaries’ respective directors, managers, officers, employees, accountants, legal counsel or other Representatives to any personal liability, (D) be required to take any action that will conflict with or violate the Company’s or any Subsidiary’s Constituent Documents as in effect on the terms and conditions date hereof, any material contracts to which the Company or any Subsidiary is a party in effect on the date hereof, or any Laws, (E) take any corporate action (including any approvals of its board of directors or similar body), (F) take any other action that is not contingent upon the Closing or enter into or execute any agreement or document (other than with respect to delivering customary authorization letters), (G) waive or amend any term of this Agreement or any other contract to which it is a party or take any action in respect of the Financing to the extent that such action would cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise result in a breach of this Agreement by the Financing Commitment, and such portion Company or (H) provide any information the disclosure of which is reasonably required to consummate the Offer and the Merger and the other transactions contemplated hereby, Buyer shall promptly notify prohibited or restricted under any Laws. The 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 hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company true or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries 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)its or their marks.

Financing Assistance. (a) Buyer shall usePrior to the Closing, Seller agrees to provide, and shall cause its Affiliates Subsidiaries 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 intoprovide, 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 obtaincause its Representatives to provide, all customary cooperation (including with respect to timeliness) in connection with the arrangement of the financing contemplated by the Commitment Letter as promptly may be reasonably requested by Xxxxx, including (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies that are customary for financings of a type similar to the financing contemplated by the Commitment Letter; (ii) assisting in a commercially reasonable manner Buyer and the Financing Sources in the preparation of any lender presentations, bank information memoranda and similar documents reasonably requested by Buyer in connection with the financing contemplated by the Commitment Letter at times and locations mutually agreed; (iii) reasonably cooperating with the marketing efforts of Buyer and the Financing Sources for any of such financing contemplated by the Commitment Letter; (iv) assisting in the preparation of documents relating to the Financing, including any customary credit agreements, indentures and pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, other definitive financing documents or other certificates, customary closing certificates and documents as practicable following may be reasonably requested by Xxxxx and assisting in the negotiation of any such agreements and other documents; provided, that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing; and (v) using reasonable best efforts to facilitate the obtaining of customary payoff letters, lien terminations and instruments of discharge to be delivered at and subject to the Closing providing for the payoff, discharge and termination on the Closing Date of all Indebtedness of the Business contemplated by this Agreement to be paid off, discharged and terminated on the Closing Date. Customary cooperation shall not include taking any actions that would unreasonably interfere with the ongoing business or operations of Seller and its Subsidiaries. Notwithstanding the foregoing, (v) none of Seller or its Subsidiaries shall be required to pay any fees or expenses or incur prior to the Effective Time any other liability or obligation in connection with the financings contemplated by the Commitment Letter, (w) none of Seller, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the financing contemplated by the Commitment Letters that is not contingent upon the Closing or that would be effective prior to the Effective Time (and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Buyer shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of Seller and its Subsidiaries as may be required by the lenders pursuant to the Commitment Letter at, or as of, the Closing), (x) Seller shall not be required to make any representation, warranties or certifications as to which, after Seller’s use of reasonable best efforts to cause such eventrepresentation, warranty or certification to be true, Seller has in its good faith determined that such representation, warranty or certification is not true, (y) Seller shall not be required to become subject to any obligations or liabilities with respect to such agreements or documents prior to the Closing, and (z) nothing shall obligate Seller or any of its Subsidiaries to provide, or cause to be provided, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Buyer legal opinion by its counsel, or to consummate the transactions contemplated hereby. Buyer shall deliver to the Company true and complete copies of all agreements related to such Alternative Financing (excluding fee letters and engagement letters provide any information or take any action to the extent it would result in a violation of Law or loss of any privilege. For the avoidance of doubt, in no event shall Seller or any of its Subsidiaries be in breach of this Section 5.25(a) because of the failure to deliver, after use of reasonable best efforts to do so, any information that is not prepared in the ordinary course of the Seller’s business and operations at the time requested by Xxxxx. Seller and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the financing contemplated by the Commitment Letter, and Buyer is prohibited from providing such lettersshall give due consideration to all reasonable additions, or, if not so prohibited, with numerical amounts deletions or changes suggested thereto by Seller and other economic terms redacted)its Representatives.

Financing Assistance. (a) Buyer shall useThe Company agrees to provide, and shall cause the Subsidiaries and its Affiliates and their officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to use, reasonable best efforts to take, or cause to be takenprovide, all actions and reasonable cooperation (including with respect to do, or cause to be done, all things necessary, proper or advisable to keep timeliness) in connection with the Financing Commitment in full force and effect and to arrange arrangement of the debt financing contemplated by the Debt Financing on the terms and conditions described in the Financing Commitment (including any “flex” provisions thereof)Letters as may be reasonably requested by Parent, including using reasonable best efforts (i) to negotiate participation in meetings, drafting sessions 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), due diligence sessions; (ii) to satisfy (or cause its affiliates to satisfy) all conditions applicable to Buyer promptly furnishing Parent and its Subsidiaries financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act to obtaining consummate the Debt Financing offering of senior or senior subordinated notes (the "Required Financial Information"); (iii) promptly satisfying the condition set forth in paragraph (f) of Annex I of the Financing Senior Secured Debt Commitment that are within their control and Letter (to otherwise comply with all the extent the satisfaction of their obligations under such condition requires actions by or cooperation of 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 thereofCompany), ; (iv) to take each assisting Parent and Merger Sub and their financing sources in the preparation of (A) an offering document for any of such debt financing and (B) materials for rating agency presentations; (v) reasonably cooperating with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing; (vi) providing and executing documents as may be reasonably requested by Parent, including a certificate of the actions required chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such debt financing; (vii) reasonably facilitating the pledging of collateral; and (viii) using commercially reasonable efforts to obtain accountants' comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent. Notwithstanding the foregoing, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below with respect to itself and its Subsidiaries, and (vy) neither the Company nor any of its Subsidiaries shall be required to consummate pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing financings contemplated by the Debt Commitment Letter at or Letters prior to the Offer Closing and Effective Time (unless such fee or liability is subject to 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 immediately succeeding sentence or such definitive agreements that amends the Financing Commitment and/or substitution of all commitment fee 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, liability is conditional 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 true 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 redactedEffective Time).

Financing Assistance. (a) Buyer shall usePrior to the Closing, the Company shall, and shall cause its Affiliates Subsidiaries to use, use its and their commercially reasonable best efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (which term shall include, for purposes of this ‎Section 6.03(a), any of the permanent financing referred to in the Debt Commitment Letters) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses, filings with the SEC and other similar documents, including delivery 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 statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, the Financing Sources, or as may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by 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, that is required under the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least 10 Business Days prior to the Closing Date, (vi) obtain any necessary consents from the Company’s independent public accounting firm in connection with any filings with the SEC, (vii) in connection with any securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm, (B) cause the Company’s independent public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to ‎Section 6.03(a)(iii) in any filing or registration statement of Parent with the SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the Company’s independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its independent accounting firm, (viii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and obtain customary payoff letters and 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, (x) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries. Notwithstanding the foregoing, (1) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur prior to the Closing any other liability or obligation in connection with the Debt Financing, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause ‎(viii) of this ‎‎‎Section 6.03(a) and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub, and/or the Surviving Corporation shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any of its Subsidiaries to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, all actions and any action to dothe extent it would reasonably be expected, 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 judgment 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 result in a violation of Debt Financing under the Financing Commitment Applicable Law 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 loss 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 true 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)privilege.

Financing Assistance. (a) Buyer shall useFollowing the execution of this Agreement, and shall cause prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its Affiliates to use, reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Xxxxx from time to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Xxxxx and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, all actions and any action to dothe extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, or cause to be donein each case, 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 ABI, Xxxxxx Parent or any of their obligations under the Financing Commitmentsrespective Affiliates. Buyer shall, (iii) to enforce the Financing Commitment (including promptly upon request 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 ABI or prior to the Offer Closing and the ClosingXxxxxx Parent, as applicable, including using reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the Financing Sources use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to fund the Debt Financing required or reasonably likely to consummate the Offer at the Offer Closing and the Merger at the Closing. Buyer and Merger Sub shall not modify, amend, waive, supplement harm or otherwise alter the Financing Commitment or the definitive agreements with respect thereto disparage Xxxxxx Parent or any of its Subsidiaries or the terms thereof, except that Buyer shall have the right from time to time to amend, replace, supplement reputation or otherwise modify, goodwill of Xxxxxx Parent 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 true 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)Subsidiaries.

Financing Assistance. (a) Buyer shall usePrior to the Closing, the Company shall, and shall cause its Affiliates Subsidiaries to use, use its and their commercially reasonable best efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (which term shall include, for purposes of this Section 6.03Cal, any of the permanent financing referred to in the Debt Commitment Letters) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent in connection with Parent's preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due di I igence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses, filings with the SEC and other similar documents, including delivery 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 statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any "going concern" qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare proforma financial statements customary for the bank financing and the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, the Financing Sources, or as may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by 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, that is required under the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least I 0 Business Days prior to the Closing Date, (vi) obtain any necessary consents from the Company's independent public accounting firm in connection with any filings with the SEC, (vii) in connection with any securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company's independent public accounting firm, (B) cause the Company's independent public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.03(a)(iii) in any filing or registration statement of Parent with the SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the Company's independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its independent accounting firn1, (viii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and obtain customary payoff letters and 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, (x) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the • extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks. service marks and logos arc used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries. Notwithstanding the foregoing, (I) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur prior to the Closing any other liability or obligation in connection with the Debt Financing, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (viii) of this Section 6.03(a) and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub, and/or the Surviving Corporation shall enter into or provide any resolutions. consents. approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any of its Subsidiaries to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, all actions and any action to do, or cause to the extent it would reasonably 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 expected. 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 judgment 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 result in a violation of Debt Financing under the Financing Commitment Applicable Law 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 loss 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 true 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)privilege.

Financing Assistance. (a) Buyer MPC, SSA, the Transferring Entities and their Representatives shall useuse Commercially Reasonable Efforts to provide such co-operation to NTI as NTI may reasonably request in connection with the implementation of the financing arrangements by NTI (the “Financing”). Such efforts shall include (i) participating at reasonable times in a reasonable number of meetings with NTI, (ii) furnishing NTI as promptly as practicable with financial and other pertinent information regarding the Businesses as shall cause its Affiliates reasonably be requested by NTI, (iii) assisting NTI in the preparation of appropriate portions of the documents, (iv) cooperating with NTI’s legal counsel in connection with any legal opinions that such legal counsel may be reasonably required to usedeliver in connection with the Financing, reasonable best efforts (v) assisting in obtaining an accountants’ comfort letter, (vi) executing and delivering any necessary pledge agreements and other security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates or documents as may reasonably be requested by NTI (including a borrowing base certificate dated as of 10 days prior to takethe Closing Date) or otherwise reasonably facilitating the pledging of collateral, or cause all to be takensubject to the occurrence of the Closing, (vii) obtaining a certificate of the officer of NT Holdco or any of its Subsidiaries (it being understood that such entities may appoint a representative of NTI to serve as an officer of such entities for purposes of executing such certificates) with respect to solvency matters, customary authorization letters with respect to bank information memoranda and consents of accountants for use of their reports in any materials relating to the Financing, all actions to be subject to the occurrence of upon the Closing, (viii) permitting the prospective lenders involved in the Financing to evaluate the Businesses, including the related inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory appraisal), (ix) causing the NT Entities to establish bank and other accounts and blocked account agreements in connection with the Financing, (x) prior to the Closing Date, providing documentation and other information about NT Holdco and each of its Subsidiaries as is reasonably requested in writing by NTI in connection with the Financing as it relates to applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA PATRIOT Act and (xi) causing the NT Entities to take all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing and to do, or cause permit the proceeds thereof to be donemade available to NT Holdco or one or more of its Subsidiaries, all things including causing the NT Entities to enter into one or more credit agreements, indentures and/or other instruments on terms satisfactory to NTI in connection with such Financing immediately prior to the Effective Time to the extent direct borrowings or debt incurrence by NT Holdco or one or more of its Subsidiaries is contemplated in the Financing; provided, however, that except as expressly provided above, none of MPC, SSA, the Transferring Entities and their Subsidiaries shall be required to take any corporate action unless such action is contingent upon the occurrence of the Closing and effective at or following the Effective Time. MPC and SSA authorize the disclosure of this Formation Agreement and each of the Related Agreements and the use of the “SuperAmerica”, “SuperMom’s” and “Country Fresh Ovens” logos and trademarks in connection with dissemination of information relating to this Formation Agreement and the Related Agreements and the Contemplated Transaction to potential lenders or investors, by any lenders or investors and by any lender’s representatives and advisors, solely to the extent necessary, proper or advisable to keep in connection with such financing arrangements. Notwithstanding the Financing Commitment in full force foregoing, NTI acknowledges and effect and to arrange agrees that none of MPC, SSA, any of the Debt Financing on Transferring Entities or any of their respective Subsidiaries (other than the terms and conditions described in the Financing Commitment (including any “flex” provisions thereofNT Entities), including using reasonable best efforts (i) other Affiliates or Representatives is making any representation or warranty to negotiate and enter intoNTI, 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 prospective lenders to the Financing), (ii) as to satisfy (any of the foregoing information or cause its affiliates to satisfy) all conditions applicable to Buyer documents, other than such representations and its Subsidiaries to obtaining the Debt Financing warranties as are expressly set forth in other Sections of this Formation Agreement or in the Financing Commitment that are within their control Related Agreements. From and after the Closing Date, NTI agrees to otherwise comply with indemnify, defend and hold harmless the MPC Indemnitees from and against any and all of their obligations under the Financing Commitments, (iii) to enforce the Financing Commitment (including Claims and Losses actually suffered or incurred 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 true and complete copies of all agreements related to such Alternative Financing (excluding fee letters and engagement letters them to the extent Buyer is prohibited arising out of, resulting from providing or relating to the assistance provided pursuant to this Section 7.12(a), except to the extent such lettersClaims or Losses arise out of, or, if not so prohibited, with numerical amounts and other economic terms redacted)result from or relate to fraud or any breach of any representation or warranty of MPC or SSA in the Formation Agreement or in any Related Agreement.

Financing Assistance. (a) Buyer shall usePrior to the Closing, the Company shall, and shall cause its Affiliates Subsidiaries to use, use its and their commercially reasonable best efforts to take, or cause to provide such cooperation as may be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to keep reasonably requested by Parent in connection with the Financing Commitment in full force and effect and to arrange arrangement of the Debt Financing on (which term shall include, for purposes of this Section 6.03(a) , any of the terms and conditions described permanent financing referred to in the Financing Debt Commitment (including any “flex” provisions thereof), including using reasonable best efforts (iLetters) 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 that such terms do requested cooperation does 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 unreasonably interfere with the terms thereof), (iv) to take each of the actions required ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and to the Financing Sources (including information to be used in paragraphs the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (b)(iii) through cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (b)(viiiiii) below reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses, filings with respect the SEC and other similar documents, including delivery and consenting to itself 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 statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and (v) to consummate the Debt Financing contemplated by the Commitment Letter at or prior information relating to the Offer Closing Company 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 unavailableSubsidiaries, in each case, on the terms and conditions set forth in as may be reasonably requested by Parent, the Financing CommitmentSources, or as may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by 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, that is required under the Debt Commitment Letters to the extent such portion documentation and other information 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 requested in writing to the Company true and complete copies of all agreements related to such Alternative Financing (excluding fee letters and engagement letters at least 10 Business Days prior to the extent Buyer is prohibited Closing Date, (vi) obtain any necessary consents from providing such letters, or, if not so prohibited, the Company’s independent public accounting firm in connection with numerical amounts and other economic terms redacted).any filings with the SEC,

Financing Assistance. (a) Buyer shall usePrior to the Closing, the Company shall, and shall cause its Affiliates Subsidiaries to use, use its and their commercially reasonable best efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (which term shall include, for purposes of this Section 6.03(a), any of the permanent financing referred to in the Debt Commitment Letters) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses, filings with the SEC and other similar documents, including delivery 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 statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, the Financing Sources, or as may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by 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, that is required under the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least 10 Business Days prior to the Closing Date, (vi) obtain any necessary consents from the Company’s independent public accounting firm in connection with any filings with the SEC, (vii) in connection with any securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm, (B) cause the Company’s independent public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.03(a)(iii) in any filing or registration statement of Parent with the SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the Company’s independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its independent accounting firm, (viii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and obtain customary payoff letters and 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, (x) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries. Notwithstanding the foregoing, (1) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur prior to the Closing any other liability or obligation in connection with the Debt Financing, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (viii) of this Section 6.03(a) and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub, and/or the Surviving Corporation shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any of its Subsidiaries to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, all actions and any action to dothe extent it would reasonably be expected, 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 judgment 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 result in a violation of Debt Financing under the Financing Commitment Applicable Law 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 loss 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 true 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)privilege.

Financing Assistance. Prior to the Closing, in the event that Buyer determines in its sole discretion to obtain debt financing at the Closing for the purpose of financing the transactions contemplated hereby (a) Buyer the “Debt Financing”), the Seller shall useuse 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 Affiliates to use, commercially reasonable best efforts to takecause the Company Subsidiaries and its and their directors, or cause officers, employees, agents and representatives to be takencooperate), all actions in each case, at Buyer’s sole cost and to doexpense, or cause to be done, all things necessary, proper or advisable to keep the Financing Commitment as reasonably requested by Buyer in full force and effect and to arrange connection with the Debt Financing on the terms and conditions described in the Financing Commitment (including any “flex” provisions thereof)Financing, including using reasonable best efforts by (i) furnishing the Buyer with, to negotiate and enter into, and keep in effectthe extent reasonably available to the Company Group, the definitive agreements financial information and other information regarding the Company Group that is customary and necessary in connection with respect thereto on the terms arranging 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 as promptly as reasonably practicable following the request therefor by the Buyer and (ii) providing reasonable cooperation 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 connection with the terms thereof)payoff of each item of Indebtedness for Borrowed Money and the release of related liens and termination of security interests, (iv) to take each of including delivering 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 payoff letters contemplated by the Commitment Letter Section 2.6(d)(I) and UCC-3 or equivalent financing statements, in each case, at or prior to the Offer contemplated Closing Date and drafts thereof within a reasonable time period prior to the contemplated Closing Date; provided that nothing herein shall require such cooperation to the extent it would unreasonably interfere with the business or operations of the Company Group. Notwithstanding the foregoing: (A) no member of the Company Group shall be required to commit to take any action that (1) is not contingent upon the Closing, (2) would be effective prior to the Closing or (3) would encumber any assets of any member of the Company Group prior to the Closing; and (B) no member of the Company Group or any of their respective representatives shall, in connection with the Debt Financing, (1) be required to take any action that would result in a violation of applicable Law or breach of any Contract or subject it to actual or potential Liability, (2) be required to bear any cost or expense unless prior reimbursement has been received by such member of the Company Group or its representatives, as applicable, including using its reasonable best efforts (3) be required to cause pay any commitment fees or other amounts or make any other payment or incur any other Liability or provide or agree to provide any indemnity prior to the Financing Sources Closing, (4) be required to fund take any action in the capacity as a member of the board of managers or similar body to authorize or approve the Debt Financing required to consummate the Offer at the Offer Closing and the Merger at the Closing. Buyer and Merger Sub shall not modifyFinancing, amend, waive, supplement or otherwise alter the Financing Commitment or the definitive agreements with respect thereto (5) have any liability 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 obligation under any of their rights under, the definitive Debt Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all agreement or any portion of the Financing Commitment from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement related document or other modification to agreement 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 document related to the Debt Financing as set forth Financing, other than any such Liability or obligation of a member of the Company Group following the Closing, (6) be required to incur any other Liability in connection with the Debt Financing, other than any other Liability incurred by member of the Company Group following the Closing, (7) be required to disclose or provide any information the disclosure of which, in the Financing Commitment 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 (B10) 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 (participate in “Alternative Financing”) on terms that will still enable Buyer to consummate the transactions contemplated hereby. Buyer shall deliver to the Company true 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)road shows” or similar sales or marketing events.

Financing Assistance. (a) Buyer Prior to the earlier of (x) Closing and (y) termination of this Agreement in accordance with Article IX, Seller shall use(and shall cause the other members of the Seller Group and its and their respective officers, directors and employees to) provide, and shall use commercially reasonable efforts to cause its (and the other members of the Seller Groups’) other Representatives to provide, at the sole cost and expense of Buyer, customary assistance with the arrangement of, and satisfaction (on a timely basis) of all relevant conditions precedent to obtaining the Bridge Financing or any debt financing other than the Bridge Financing in connection with the transactions contemplated hereby (any such financing, “Debt Financing”) as is reasonably requested by Buyer (or its Representatives) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller Group), including (i) delivering Financing Information that is Compliant and other information as is reasonably requested by Buyer (and permitting Buyer and its Affiliates to use, reasonable best efforts include such information in offering materials); it being understood that Buyer shall be solely responsible for the preparation of any pro forma financial information as may be reasonably necessary to 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 consummate such Debt Financing on or as required pursuant to 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)Securities Act, (ii) providing Buyer at least four (4) Business Days prior to satisfy the Closing Date with all documentation required under, “know your customer” and anti-money laundering rules and regulations that is requested in writing by Buyer’s financing sources at least nine (or cause its affiliates 9) Business Days prior to satisfythe Closing Date, (iii) all conditions applicable using commercially reasonable efforts to assist Buyer and its Subsidiaries sources of Debt Financing in their preparation of appropriate and customary offering documents, private placement memoranda, prospectuses, prospectus supplements, registration statements, syndication documents and materials including information memoranda, lender and investor presentations and other marketing documents and appropriate and customary materials for rating agencies, in each case, to obtaining the extent reasonably related to the Company, reasonably necessary to assist Buyer to obtain the Debt Financing and reasonably identified by Buyer in writing to the Seller, (iv) obtaining the consent of, and customary comfort letters from, such accountants with respect to financial information solely as it relates to the Company including in any offering materials and (v) cooperating with Buyer’s legal counsel in connection with any legal opinions that may be required from the Buyer’s or any of its Affiliates’ legal counsel in connection with the such Debt Financing. Information provided by Seller and the Company in connection with any Debt Financing may only be provided to sources or potential sources of financing and rating agencies that are bound by confidentiality provisions substantially similar to the Confidentiality Agreement or otherwise reasonably acceptable to Seller (it being understood and agreed that the confidentiality provisions set forth in the Financing Bridge Commitment that Letter on the date hereof (and provisions at least as favorable to Buyer as such provisions) are within their control and reasonably acceptable to otherwise comply with Seller). The Company hereby consents to the use of all of their the Company logos in connection with any Debt Financing, provided that (a) such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, its Affiliates or its business, or the reputation or goodwill thereof and (b) Buyer shall provide Company with a reasonable opportunity to review the portion of any documents, communications or other materials in connection with which such logo is used, and consider in good faith the reasonable comments of Company prior to the distribution, disclosure or use thereof. The Company acknowledges and agrees that, notwithstanding anything to the contrary in the Confidentiality Agreement, Buyer may provide “Evaluation Material” (as defined in the Confidentiality Agreement) to its Representatives in connection with any Debt Financing. Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.3(b), as applied to Seller’s obligations under the Financing Commitmentsthis Section 6.15, shall be deemed to be satisfied unless (i) Seller has failed to satisfy its obligations in any material respect under this Section 6.15, (ii) Buyer has notified Seller of such failure in writing a reasonably sufficient amount of time prior to Closing to afford Seller with a reasonable opportunity to cure such failure and (iii) such failure is the proximate cause of Buyer’s failure to enforce receive the proceeds of Debt Financing. Buyer acknowledges and agrees that obtaining Debt Financing Commitment (including by taking is not a condition to its obligations under this Agreement. If Debt Financing has not been obtained, Buyer shall continue to be obligated, until such action necessary to cause each Financing Source thereunder to specifically perform their obligations time as the Agreement is terminated in accordance with Article IX and subject to the terms thereof), (iv) to take each waiver or fulfillment of the actions required conditions set forth herein, to complete the transactions contemplated by this Agreement, subject to the other terms and conditions of this Agreement. For the avoidance of doubt, the cooperation hereunder (other than with respect to any information provided pursuant to the foregoing clauses (i) and (ii) above which relates to the Seller Group) shall only be in respect of the Company and its Subsidiaries 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 true 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).

Financing Assistance. (a) Buyer shall useFrom the date of this Agreement until the Effective Time, MUSA and its subsidiaries shall, 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 use 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 each of their rights underrespective officers, directors, employees, advisors, attorneys, accountants and representatives to, provide all cooperation reasonably requested by Parent in connection with the Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion arrangement of the Financing Commitment from (or the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision arrangement 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 alternative financing, if any, contemplated by Section 5.2(b)), including (Ai) 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 using reasonable best efforts to obtain(A) cause appropriate officers and employees to be available, as promptly as practicable following on a customary basis and on reasonable advance notice, to meet with prospective lenders and investors in meetings, presentations, road shows and due diligence sessions, (B) assist with the preparation of disclosure documents in connection therewith, (C) cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to MUSA and its subsidiaries and to provide any necessary "comfort letters" and (D) cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions and (ii) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including allowing for a certificate of the chief financial officer of MUSA with respect to solvency or other matters; provided that none of the letters, agreements, registration statements, documents and certificates referenced in clause (ii) above shall be executed and delivered except in connection with the Closing (and the effectiveness thereof shall be conditioned upon the occurrence of such eventthe Closing); and provided, further, that MUSA shall not be required to provide any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Buyer to consummate assistance which would interfere unreasonably and materially with the transactions contemplated herebybusiness or operations of MUSA and its subsidiaries. Buyer Parent shall deliver to the Company true and complete copies promptly, upon request by MUSA, reimburse MUSA for all reasonable out-of-pocket third party costs incurred by MUSA or any of all agreements related to its subsidiaries in connection with 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)cooperation.

Financing Assistance. (a) Buyer Prior to the Closing, the Company shall useprovide, and shall cause its Affiliates the Company’s Subsidiaries 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 intoprovide, 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 shall use reasonable best efforts to cause the Financing Sources its and their officers, directors and employees 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 Commitmentprovide, 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 obtaindirect its and their accountants, legal counsel and other Representatives to provide, at Buyer’s sole cost and expense, as promptly as reasonably practicable following all cooperation as may be reasonably requested by Buyer in connection with arranging, obtaining and syndicating the Financing, causing the conditions in the Commitment Letters to be satisfied, including (i) furnishing to Buyer and its Financing Sources as promptly as reasonably practicable the Required Information, (ii) reasonably cooperating with Buyer and the Financing Sources in the preparation of Offering Documents (and any supplements thereto), (iii) reasonably cooperating with the marketing and rating agency efforts of Buyer and the Financing Sources with respect to the Financing, including reasonably cooperating in the preparation of any bank information memoranda and materials for ratings agencies and direct contact between appropriate members of senior management and Representatives of the Company and its Subsidiaries and potential lenders and investors in the Financing, in each case, only to the extent customarily needed for financings of the type contemplated by the Commitment Letters, (iv) providing Buyer at least three (3) Business Days before the Closing Date all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Buyer at least eight (8) Business Days prior to the Closing Date that is required in connection with the Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and that are required by Section 6 of Exhibit D of the Secured Debt Commitment Letter and Section 4 of Exhibit C of the Unsecured Debt Commitment Letter, (v) facilitating the pledging of collateral substantially concurrently with the Closing, including obtaining such documentation and/or taking such steps (including lien searches, payoff letters, lien releases and instruments of termination or discharge) reasonably requested by Buyer in order to release all Liens over the properties and assets of the Company and taking reasonable actions necessary to permit the Financing Sources to evaluate the Company’s assets for the purposes of establishing collateral arrangements, (vi) having appropriate members of senior management, with appropriate seniority and expertise of the Company and its subsidiaries, and certain Representatives of the Company and its Subsidiaries participate at reasonable times in a commercially reasonable number of meetings (including customary one-on-one meetings), presentations, road shows, and rating agency sessions, in each case, upon reasonable advance notice, (vii) causing the execution and delivery of such documents as Buyer may reasonably request (including corporate actions) from those directors, members and officers of the Company and its Subsidiaries (including (x) a certificate of the chief financial officer of the Company with respect to solvency matters as of the Closing, on a pro forma basis in the form attached to each Debt Commitment Letter (or substantially similar provisions in any Alternative Financing) (y) signing resolutions or taking similar actions approving the Debt Financing and (z) the Authorization Letters), (viii) facilitating the execution and delivery at the Closing of such definitive documents as Buyer may reasonably request (including guarantee and security documents) related to the Debt Financing on the terms contemplated by the Debt Commitment Letters, (ix) reasonably cooperating with Buyer’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Financing, (x) using reasonable best efforts to assist the Financing Sources in benefiting from the existing lending relationships of the Company and its Subsidiaries, (xi) reasonably cooperating with Buyer to the extent within the control of the Company and its Subsidiaries, and taking all organizational actions, subject to the occurrence of such eventthe Effective Time, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable reasonably requested by Buyer to consummate permit the transactions contemplated hereby. Buyer shall deliver to consummation of the Company true Financing, and complete copies of all agreements related to such Alternative (xii) cooperating with the Financing (excluding fee letters and engagement letters Sources requests for due diligence to the extent Buyer is prohibited from providing customary and reasonable. Notwithstanding the foregoing, (A) such lettersrequested cooperation shall not unreasonably interfere with the business or the ongoing operations of the Company and/or the Company’s Subsidiaries, or(B) nothing in this Section 7.11 shall require cooperation to the extent that it would (x) cause any condition to the Closing set forth in Section 8.1 to not be satisfied or otherwise cause any breach of this Agreement or (y) reasonably be expected to conflict with or violate the Company’s organizational documents or any Law, if not so prohibitedor result in the contravention of, or result in a violation or breach or default under, any Material Contract, (C) neither the Company nor any of the Company’s Subsidiaries shall be required to pay any commitment or other similar fee or incur prior to the Closing or incur or assume any other Liability or obligation in connection with the financings contemplated by the Debt Commitment Letters or the Debt Financing prior to the Closing, (D) prior to the Closing, none of the directors or managers of the Company, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument, including any Debt Financing Agreement, with numerical amounts respect to the Debt Financing or adopt any resolutions approving the agreements, documents and other economic terms redacted)instruments pursuant to which the Debt Financing is obtained that would become operative prior to the Closing and (E) none of the Company, the Company’s Subsidiaries or their respective managing members, directors, managers, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Agreement, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing and the managing members, directors and managers of the Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which are effective prior to the Closing. The Company hereby consents to the use of its and the Company’s Subsidiaries’ logos in connection with the Financing contemplated by the Commitment Letters; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or the Company’s Subsidiaries.