Extract to table

Capitalized terms used but not otherwise defined in this side letter (this "Side Letter") shall have the meanings ascribed to such terms in the SPA

1 General Cooperation Covenant During the Pre-Closing Period, the Company shall, and shall cause its officers, directors, employees, agents, accountants, consultants, and other authorized representatives (collectively, "Company Representatives") to, use commercially reasonable efforts to cooperate with Buyer in connection with the arrangement, syndication, and consummation of the Financing, including any replacement, amended, supplemental, restated, or alternative financing arrangements that Buyer may pursue in connection with the Transactions (any such replacement, amended, supplemental, restated, or alternative financing, the "Alternative Financing"); provided, however, that (a) all such cooperation shall be at Buyer's sole cost and expense (except for the Company's internal personnel costs, including salaries, benefits, and overhead allocable to the time spent by the Company's employees in connection with such cooperation, which shall be borne by the Company), and (b) such cooperation shall not unreasonably interfere with the ongoing business operations of the Company or its subsidiaries

Without limiting the generality of the foregoing, the Company's cooperation obligations shall include the specific obligations set forth in Sections 2

Such interim financial statements shall present fairly, in all material respects, the financial position and results of operations of the Company and its subsidiaries for the periods covered thereby

To the extent reasonably requested by the Financing Sources, the Company shall use commercially reasonable efforts to cause Northbridge to deliver to the Financing Sources one or more customary comfort letters (including "negative assurance" comfort and customary "agreed-upon procedures" letters) with respect to the financial information of the Company and its subsidiaries included in any bank information memorandum, offering document, or other Financing marketing material, in form and substance customary for financing transactions of this type, and the Company shall use commercially reasonable efforts to cause Northbridge to consent to the use of their audit reports in connection therewith

2 shall comply with GAAP, and, to the extent required by the Financing Sources, shall comply with applicable SEC requirements (including Regulation S-X and Regulation S-K), in each case as of the dates and for the periods indicated